Corporate Governance Guidelines

Board of Directors Composition and Selection; Independent Directors

• Board of Directors Size. The Board of Directors of WOLVERINE TUBE, INC. (the "Company" shall determine the size of the Board of Directors, within the guideline of its Articles of Incorporation and By-laws, and that is optimal to allow the Board of Directors to operate in an effective fashion, to accomplish all of its goals and to fulfill all of its responsibilities.

• Selection of Board of Directors Members.
  
  
  1. Board of Directors members are elected for a three-year term. Approximately one third of the members are elected annually by the Company's shareholders.
     
     
  2. Each year at the Company's annual meeting, the Board of Directors shall recommend for election by the shareholders of the Company a slate of nominees for membership on the Board of Directors.
     
     
  3. The recommendations of the Board of Director's shall be based upon its determination, after considering the advice and information supplied by the Corporate Nominating and Governance Committee, as to the suitability of each individual, and the slate as a whole, to serve as members of the Board of Directors, taking into account the membership criteria discussed below.

• Vacancies / New Positions. The Board of Directors may fill vacancies in existing or new positions on the Board of Directors. Such members elected by the Board of Directors shall serve the remainder of the full term of the class of Directors, in which the new directorship was created or the vacancy occurred.

• Board of Directors Membership Criteria.
  
  
  1. The Corporate Nominating and Governance Committee shall assist the Board of Directors in determining the appropriate characteristics, skills and experience for the members of the Board of Directors and the Board of Directors as a whole.
     
     
  2. In evaluating the suitability of individual members of the Board of Directors, the Board of Directors shall consider relevant factors, including (i) a general understanding of marketing, finance and other elements relevant to the success of a large publicly-traded company in today's business environment, (ii) an understanding of the Company's business on a technical level and (iii) educational and professional background.
     
     
  3. The Board of Directors shall evaluate each individual in the context of the Board of Directors as a whole, with the objective of recommending a slate of nominees that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
     
     
  4. In determining whether to recommend a member of the Board of Directors for re-election, the Corporate Nominating and Governance Committee also shall consider such member's past attendance at meetings and participation in, and contributions, to the activities of the Board of Directors.

• Board of Directors Composition. A majority of the members of the Board of Directors must be independent of management, as determined by the Board of Directors. In determining the independence of a member of the Board of Directors, the Board of Directors will be guided by the definitions of "independent director" included in the listing standards of the New York Stock Exchange (the "NYSE" applicable to the Company. Notwithstanding the foregoing, each member of the Board of Directors must meet any qualifications for membership on the Board of Directors imposed by the NYSE and any other laws and regulations applicable to the Company.

• New Directors and Continuing Education. The management of the Company shall provide new members of the Board of Directors with materials, briefings and educational opportunities to permit them to become familiar with the Company and to enable them to better perform their duties. In addition, on a continuing basis, all members of the Board of Directors shall receive additional materials, briefings and educational opportunities to enable them to remain current with matters within their purview.

• Term Limits. The Board of Directors does not believe it is desirable or in the best interests of the Company to limit the number of terms for which an individual may serve as a member of the Board of Directors.

• Retirement Policy. Unless otherwise agreed to by the full Board, members of the Board of Directors shall not be eligible for election or re-election to membership on the Board of Directors following their 70th birthday in accordance with the Company's By-laws.

• Selection of CEO and Chairman. The Board of Directors shall select the Chief Executive Officer of the Company (the "CEO" and the Chairman of the Board of Directors in a manner that it determines to be in the best interests of the Company's shareholders.

• No Specific Limitation on Other Board of Directors Service.
  
  
  1. The Board of Directors does not believe that its members should be prohibited from serving on Board of Directors and/or Committees of other entities or organizations, and the Board of Directors has not adopted any guidelines limiting such activities.
     
     
  2. The Corporate Nominating and Governance Committee and the Board of Directors, however, will take into account the nature of, and time involved in, the service of a member of the Board of Directors to other entities and organizations in evaluating the suitability of individual members for service on the Board of Directors.
     
     
  3. Notwithstanding the foregoing, any service to other entities and organizations shall be consistent with the Company's conflict of interest policies and all laws, rules and regulations applicable to the Company, including those of the NYSE and the SEC.

Board of Directors Meetings; Involvement of Senior Management

• Board of Directors Meetings - Agenda. The Chairman of the Board of Directors will set the agenda for each meeting of the Board of Directors and will distribute an agenda for each meeting of the Board of Directors to each member of the Board of Directors in advance of such meeting.

• Advance Distribution of Materials. All materials, information and data that is relevant to the understanding by the members of the Board of Directors of matters to be discussed at its meetings, where feasible, should be distributed, either electronically or in writing, to all members of the Board of Directors in advance of the meeting. Such materials, information and data shall be distributed in a manner that, considering the complexity of the materials, information and data, will provide each member of the Board of Directors with a reasonable opportunity to review the materials, information and data.

• Access to Management and Independent Advisors.
  
  
  1. The Board of Directors shall have access to any member of the management of the Company to discuss any subject that the Board of Directors desires.
     
     
  2. The Board of Directors may rely upon the advice of outside advisors.
     
     
  3. The Board of Directors must assess the qualifications of, and the processes employed by, those upon whom it relies and should hold such advisors accountable for their decisions and recommendations.

• Responsibilities of Board of Directors.
  
  
  1. Members of the Board of Directors are expected to attend all meetings and to have, prior to the meetings, reviewed all materials, information and data distributed to them in advance.
     
     
  2. Members of the Board of Directors are expected to understand, and comply with, all the duties of care, loyalty and confidentiality applicable to directors.

Performance Evaluation; Succession Planning

• Annual CEO Evaluation. The Board of Directors, or a committee of the Board of Directors, shall conduct an annual review and evaluation of the performance of the CEO. The Board of Directors, or a committee of the Board of Directors, shall establish the review and evaluation process and determine the specific criteria on which the performance of the CEO is evaluated.

• Succession Planning. As part of the annual CEO evaluation process, the Board of Directors, or a committee of the Board of Directors, shall work with the CEO to plan for CEO succession, as well as to develop plans for interim succession for the CEO in the event of an unexpected occurrence.

• Board of Directors Self-Evaluation. The Board of Directors shall conduct periodic self-evaluations of itself and its members to determine whether it and its committees are functioning effectively.

Compensation

• Compensation Review.
  
  
  1. The Compensation Committee will annually review, and, when it deems appropriate, recommend to the Board of Directors changes in, director compensation and benefits. In making its recommendations, the Compensation Committee may seek the advice of outside counsel and advisors to assure that its director compensation is fair and equitable and enables the Company to attract qualified members to its Board of Directors.
     
     
  2. Members of the Board of Directors are encouraged to have an equity ownership in the Company.
     
     
  3. Compensation paid to members of the Board of Directors for service to the Board of Directors shall be fixed annually by the Board of Directors.
     
     
  4. Certain members of the Board of Directors may receive additional compensation for service on committees of the Board of Directors.
     
     
  5. Compensation of members of the Board of Directors may be equity-based.

Committees

• Board Committees. The Board of Directors currently has four (4) standing committees:
  
  
  1. The Audit Committee, which is, among other things, responsible for reviewing all reports made by auditors and monitoring internal controls;
     
     
  2. The Compensation Committee, which is, among other things, responsible for reviewing compensation programs and administering equity plans;
     
     
  3. The Corporate Nominating and Governance Committee, which is, among other things, responsible for proposing and recommending to the Board of Directors potential candidates for membership on the Board of Directors;
     
     
  4. The Executive Committee, which is, among other things, responsible for reviewing with operating management, financial, human resources, long-range plans and growth initiatives.

  The Board of Directors may establish new committees or, with the exception of the above-listed committees or as otherwise permitted by law or regulation, remove existing committees as it deems advisable for purposes of fulfilling its primary responsibilities.

• Composition of Committees; Committee Chairpersons. The members of each of the committees must meet the qualifications for membership on such committees as set forth in the charter for such committees and as may be required under any laws, rules or regulations applicable to the Company.

Date of Adoption

• These guidelines were adopted by the Corporate Nominating and Governance Committee effective February 4, 2004.