Code of Business Ethics

INTRODUCTION

It is the policy of Iroquois Pipeline Operating Company (the "Company") to maintain and to enforce the highest standards of integrity in all its business activities. This includes business activities conducted on behalf of, and for, Iroquois Gas Transmission System, L.P. ("IGTS"), a Delaware limited partnership on whose behalf the Company acts as operator. In this regard, as employees, officers, directors and agents of the Company (hereinafter referred to as "Company Representatives"), we strive to conduct our business in strict compliance with applicable federal, state and local laws, rules and regulations so that we may always be regarded as an ethical organization of dedicated and competent individuals of high integrity and credibility.

To ensure continuing attention to matters of ethics and standards on the part of all Company Representatives, this Code of Business Ethics represents a written extension of the personal integrity typically exhibited by Company Representatives who have complied with our policy to protect interests of the Company, its owners, and those with whom we do business. In doing so, we have made a conscious effort to avoid any personal interests that may directly or indirectly conflict with our business responsibilities.

Each of us is ultimately responsible for our actions. It is intended, therefore, that all Company Representatives be aware of this Code of Business Ethics since good business practice dictates that suspected dishonest or unlawful activity be promptly identified and investigated. Moreover, it is expected that all Company Representatives will exercise the highest level of integrity and judgment in all business matters. You are encouraged to read and to become familiar with this Code of Business Ethics. As you do so, you will see that it is a guideline simply to reinforce the principles to which you have always abided.

POLICY

The officers and directors of the Company firmly believe that fair and ethical business practices are a fundamental part of business conduct. Further, the nature of our business imposes special obligations to build and to maintain the public trust. Through this Code of Business Ethics, the Company is expressing its continuing dedication to conducting business with honesty, integrity and a strong commitment to the highest ethical standards that effectively utilize the technical expertise, business skills and sound judgments needed to benefit customers, the region we serve, and owners alike. In this regard, all Company Representatives will make business decisions that honor the spirit and letter of all applicable laws.