Governance Guidelines

El Paso Corporation’s board of directors recognizes the importance of credibility, integrity, and trust to our success as a business and believes that sound corporate governance policies and practices provide an essential foundation to assist the board in fulfilling its responsibilities.

The principles approved by the board of directors in the Corporate Governance Guidelines, along with the charters of the board committees, provide the foundation for the governance of El Paso. These guidelines provide the general structure, functions, and operations of the board. The guidelines ensure a diversified board that meets the “independence” standards of the New York Stock Exchange and a non-management lead director who will chair the executive sessions of the board. Each year the board will review and approve the company’s business plan, long-term strategic plan, and financial goals in accordance with the guidelines. The guidelines also provide for an annual evaluation of the effectiveness of the board and its committees.

The board recognizes the importance of strong corporate governance and will review these guidelines periodically to ensure they reflect the board’s commitment to sound corporate governance policies and practices.

On October 26, 2006, El Paso's Board of Directors amended the company's corporate governance guidelines regarding election of directors. The amended guidelines provide that the Board will nominate for election or appoint to board vacancies only candidates who irrevocably agree to resign if they fail to receive the required majority vote in uncontested elections.  In the event a director fails to receive a majority of votes cast and the Board accepts the resignation tendered, then that director would cease to be a director of the company.  For the complete provisions of the guidelines regarding the election of directors please see El Paso's Corporate Governance Guidelines and the SEC Form 8-K filed October 26, 2006.