Exhibit 10.1


    BOARDWALK
      PIPELINE PARTNERS

     

    STRATEGIC
      LONG TERM INCENTIVE PLAN

     

    


     

    SECTION
      1. Purpose
      of the Plan.

     

    The
      Boardwalk Pipeline Partners Strategic Long Term Incentive Plan (the “Plan”) has
      been adopted by Boardwalk Pipeline Partners, a Delaware limited partnership
      (the
“Partnership”). The Plan is intended to promote the interests of the Partnership
      by providing to key executives of the Partnership incentive compensation awards
      based on GP Phantom Units to encourage superior performance. 

     

    SECTION
      2. Definitions.

     

    As
      used
      in the Plan, the following terms shall have the meanings set forth
      below:

     

    “Affiliate”
      means, with respect to any Person, any other Person that directly or indirectly
      through one or more intermediaries controls, is controlled by or is under common
      control with, the Person in question. As used herein, the term “control” means
      the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of a Person, whether through ownership
      of voting securities, by contract or otherwise.

     

    “Award”
      means a GP Phantom Unit granted under the Plan.

     

    “Award
      Agreement” means the written or electronic agreement by which a GP Phantom Unit
      award shall be evidenced.

     

    “Board”
      means the Board of Directors of the General Partner or, if applicable, the
      general partner of the General Partner, or such other Person or Persons
      designated to perform the equivalent function for the Partnership in accordance
      with applicable law.

     

    “Change
      of Control” means, and shall be deemed to have occurred upon, one or more of the
      following events:

     

    (i) any
      “person” or “group”, within the meaning of those terms as used in Sections 13(d)
      and 14(d)(2) of the Exchange Act, other than an Affiliate, becomes the
      beneficial owner, by way of merger, consolidation, recapitalization,
      reorganization or otherwise, of fifty percent (50%) or more of the voting power
      of the equity interests of the Partnership;

     

    (ii) a
      Person
      other than an Affiliate of Loews, Inc. becomes the general partner of the
      Partnership; or

     

    (iii) the
      sale
      or other disposition, including by liquidation or dissolution, of all or
      substantially all of the assets of the General Partner or the Partnership in
      one
      or more transactions to any Person other than an Affiliate of the General
      Partner or the Partnership.

     

    Notwithstanding
      the foregoing, with respect to an Award that is subject to Section 409A of
      the
      Internal Revenue Code of 1986, as amended, “Change of Control” shall have the
      meaning ascribed to “change of control events” in the regulations or other
      guidance issued with respect to Section 409A.

     

    “Committee”
      means the Compensation Committee of the Board or such other committee as may
      be
      appointed by the Board to administer the Plan or, if none, the
      Board.

     

    “Common
      Unit” means a Common Unit of the Partnership.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Executive”
      means a key executive of the Partnership or an Affiliate thereof.

     

    “Formula
      Value” means, with respect to a GP Phantom Unit, the lesser of (1) the product
      of (A) the quotient of (i) the sum of the cash distributions made to the General
      Partner by the Partnership for the four consecutive calendar quarters ending
      on
      or immediately preceding the date such GP Phantom Unit becomes vested (the
      “Total Cash Distributions”), divided by (ii) the “current yield” on a Common
      Unit on such vesting date, multiplied by (B) .0001 or (2) $50,000. As used
      herein, “current yield” means the quotient of (x) the product of (i) the
      quarterly cash distribution made by the Partnership per Common Unit for the
      calendar quarter ending on or immediately preceding such vesting date,
      multiplied by (ii) four, divided by (y) the Fair Market Value of a Common Unit
      (as determined under the Partnership’s Long-Term Incentive Plan) on such vesting
      date.

     

    “General
      Partner” means the general partner of the Partnership and, as applicable, the
      general partner of the general partner of the Partnership, and any successor
      General Partner.

     

    “GP
      Phantom Unit” means a phantom (notional) unit granted under the Plan which, upon
      vesting, entitles the Participant to receive an amount of cash equal to the
      Formula Value of a GP Phantom Unit. 

     

    “Participant”
      means an Executive granted GP Phantom Units under this Plan.

     

    “Person”
      means an individual or a corporation, limited liability company, partnership,
      joint venture, trust, unincorporated organization, association, governmental
      agency or political subdivision thereof or other entity.

     

    “Rule
      16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act or any
      successor rule or regulation thereto as in effect from time to
      time.

     

    “SEC”
      means the Securities and Exchange Commission, or any successor
      thereto.

     

    SECTION
      3. Administration.

     

    The
      Plan
      shall be administered by the Committee. A majority of the Committee shall
      constitute a quorum, and the acts of the members of the Committee who are
      present at any meeting thereof at which a quorum is present, or acts unanimously
      approved by the members of the Committee in writing, shall be the acts of the
      Committee. Subject to the terms of the Plan and applicable law, and in addition
      to other express powers and authorizations conferred on the Committee by the
      Plan, the Committee shall have full power and authority to: (i) designate
      Participants; (ii) determine the number of GP Phantom Units to be covered by
      Awards; (iii) determine the terms and conditions of any Award; (iv) interpret
      and administer the Plan and any instrument or agreement relating to a grant
      made
      under the Plan; (v) establish, amend, suspend, or waive such rules and
      regulations and appoint such agents as it shall deem appropriate for the proper
      administration of the Plan; and (vi) make any other determination and take
      any
      other action that the Committee deems necessary or desirable for the
      administration of the Plan. The Committee may correct any defect or supply
      any
      omission or reconcile any inconsistency in the Plan or an Award Agreement in
      such manner and to such extent as the Committee deems necessary or appropriate.
      Unless otherwise expressly provided in the Plan, all designations,
      determinations, interpretations, and other decisions under or with respect
      to
      the Plan or any Award shall be within the sole discretion of the Committee,
      may
      be made at any time and shall be final, conclusive, and binding upon all
      Persons, including the Partnership, any Affiliate, any Participant, and any
      beneficiary of any Award.

     

    SECTION
      4. GP
      Phantom Units.

     

    (a) Limits
      on GP Phantom Units Granted.
      Subject
      to adjustment as provided in Section 4(b), the number of GP Phantom Units that
      may be granted under the Plan is 500. However, if any Award is forfeited,
      cancelled or otherwise terminates or expires without payment, the GP Phantom
      Units subject to such Award shall again be available for grants under other
      Awards under the Plan.

     

    (b) Adjustments.
      In the
      event of any distribution (whether in the form of General Partner common units,
      other securities or property), recapitalization, split, reverse split,
      reorganization, merger, consolidation, split-up, spin-off, combination,
      repurchase, or exchange of General Partner common units or other securities
      of
      the General Partner, issuance of warrants or other rights to purchase General
      Partner common units or other securities of the General Partner, or other
      similar transaction or event, the Committee shall, in such manner as it may
      deem
      equitable in preventing the dilution or enlargement of the potential benefits
      intended to be provided with respect to such Award, adjust the number and type
      of GP Phantom Units (or other securities or property) with respect to which
      Awards are then outstanding and Awards that may be granted in the future, as
      well as in the Formula Value of a GP Phantom Unit.

     

    SECTION
      5. Eligibility.

     

    Any
      Executive who performs services, directly or indirectly, for the benefit of
      the
      Partnership shall be eligible to be designated a Participant by the Committee
      and receive an Award under the Plan.

     

    SECTION
      6. Awards.

     

    (a) GP
      Phantom Units.
      The
      Committee shall have the authority to determine the Executives to whom GP
      Phantom Units shall be granted, the number of GP Phantom Units to be granted
      to
      each such Participant, the period over and the conditions under which the GP
      Phantom Units may become vested or forfeited and such other terms and conditions
      as the Committee may establish with respect to such Awards.

     

    (i) No
      Distribution Rights.
      A grant
      of GP Phantom Units shall not include any rights to distributions made by the
      General Partner with respect to a General Partner common unit.

     

    (ii) Forfeitures.
      Except
      as otherwise provided in the terms of the Award Agreement, upon termination
      of a
      Participant’s employment with the Partnership and its Affiliates for any reason,
      all outstanding GP Phantom Units awarded the Participant shall be automatically
      forfeited on such termination. The Committee may, in its discretion, waive
      in
      whole or in part such forfeiture with respect to a Participant’s GP Phantom
      Units.

     

    (iii) Lapse
      of Restrictions.
      Upon or
      as soon as reasonably practical following the vesting of a GP Phantom Unit,
      the
      Partnership shall pay the Participant an amount of cash equal to the Formula
      Value of a GP Phantom Unit, less applicable withholding taxes as provided in
      Section 8(b).

     

    (c) General.

     

    (i) Awards
      May Be Granted Separately or Together.
      Awards
      may, in the discretion of the Committee, be granted either alone or in addition
      to, in tandem with, or in substitution for any award granted under any other
      plan of the Partnership or any Affiliate. Awards granted in addition to or
      in
      tandem with other awards granted under any other plan of the Partnership or
      any
      Affiliate may be granted either at the same time as or at a different time
      from
      the grant of such other Awards or awards.

     

    (ii) Limits
      on Transfer of Awards.
      No
      Award and no right under any such Award may be assigned, alienated, pledged,
      attached, sold or otherwise transferred or encumbered by a Participant other
      than by will or the laws of descent and distribution. 

     

    (iii) Term
      of Awards.
      The
      term of each Award shall be for such period as may be determined by the
      Committee.

     

    (iv) Consideration
      for Grants.
      Awards
      may be granted for such consideration, including services, as the Committee
      determines.

     

    (v) Change
      of Control.
      Unless
      specifically provided otherwise in the Award Agreement, upon a Change of Control
      all outstanding Awards shall automatically vest and be payable.

     

    SECTION
      7. Amendment
      and Termination.

     

    Except
      to
      the extent prohibited by applicable law:

     

    (a) Amendments
      to the Plan.
      Subject
      to Section 7(b) below, the Board or Committee may amend, alter, suspend,
      discontinue, or terminate the Plan in any manner, including increasing the
      number of GP Phantom Units available for Awards under the Plan, without the
      consent of any partner, Participant, other holder or beneficiary of an Award,
      or
      any other Person.

     

    (b) Amendments
      to Awards.
      The
      Committee may waive any conditions or rights under, amend any terms of, or
      alter
      any Award theretofore granted, provided no change, other than pursuant to
      Section 7(c), in any Award shall materially reduce the benefit to a Participant
      without the consent of such Participant.

     

    (c) Actions
      Upon the Occurrence of Certain Events.
      Upon
      the occurrence of any change in applicable law or regulation affecting the
      Plan
      or Awards thereunder, or any change in accounting principles affecting the
      financial statements of the Partnership, the
      Committee, in its sole discretion and on such terms and conditions as it deems
      appropriate, may take any one or more of the following actions in
      order
      to prevent dilution or enlargement of the benefits or potential benefits
      intended to be made available under the Plan or an outstanding Award:

     

    (A) provide
      for either (i) the termination of any Award in exchange for an amount of cash
      equal to the amount that would have been paid upon the vesting of such Award
      (and, for the avoidance of doubt, if as of the date of the occurrence of such
      event the Committee determines in good faith that no amount would have been
      paid
      upon the vesting of such Award, then such Award may be terminated by the
      Partnership without payment) or (ii) the replacement of such Award with other
      rights or property selected by the Committee in its sole discretion;


     

    (B) make
      adjustments in the number and type of GP Phantom Units subject to outstanding
      Awards, and in the number of outstanding Awards or in the terms and conditions
      of, and the vesting criteria included in, outstanding Awards, or both;
      and

     

    (C) provide
      that such Award shall be payable as if all vesting and performance criteria,
      if
      any, had been achieved, notwithstanding anything to the contrary in the Plan
      or
      the applicable Award Agreement.

     

    SECTION
      8. General
      Provisions.

     

    (a) No
      Rights to Award.
      No
      Person shall have any claim to be granted any Award under the Plan, and there
      is
      no obligation for uniformity of treatment of Participants. The terms and
      conditions of Awards need not be the same with respect to each
      recipient.

     

    (b) Tax
      Withholding.
      The
      Partnership shall withhold from an Award any applicable taxes payable in respect
      of the grant of the Award, the lapse of restrictions thereon, or any payment
      made under the Award and shall take such other action as may be necessary in
      the
      opinion of the Partnership to satisfy its withholding obligations for the
      payment of such taxes. 

     

    (c) No
      Right to Employment.
      The
      grant of an Award shall not be construed as giving a Participant the right
      to be
      retained in the employ of the Partnership or any Affiliate.

     

    (d) Governing
      Law.
      The
      validity, construction, and effect of the Plan and any rules and regulations
      relating to the Plan shall be determined in accordance with the laws of the
      State of Delaware without regard to its conflict of laws
      principles.

     

    (e) Severability.
      If any
      provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal, or unenforceable in any jurisdiction or as to any Person or Award,
      or
      would disqualify the Plan or any Award under any law deemed applicable by the
      Committee, such provision shall be construed or deemed amended to conform to
      the
      applicable law, or if it cannot be construed or deemed amended without, in
      the
      determination of the Committee, materially altering the intent of the Plan
      or
      the Award, such provision shall be stricken as to such jurisdiction, Person
      or
      Award and the remainder of the Plan and any such Award shall remain in full
      force and effect.

     

    (f) Other
      Laws.
      The
      Committee may refuse to pay any consideration under an Award if, in its sole
      discretion, it determines that the payment of such consideration might violate
      any applicable law or regulation, the rules of the principal securities exchange
      on which the Common Units are then traded, or entitle the Partnership or an
      Affiliate to recover the same under Section 16(b) of the Exchange
      Act.

     

    (g) No
      Trust or Fund Created.
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Partnership
      and a Participant or any other Person. To the extent that any Person acquires
      a
      right to receive payments from the Partnership pursuant to an Award, such right
      shall be no greater than the right of any general unsecured creditor of the
      Partnership or any participating Affiliate.

     

    (h) Headings.
      Headings are given to the Sections and subsections of the Plan solely as a
      convenience to facilitate reference. Such headings shall not be deemed in any
      way material or relevant to the construction or interpretation of the Plan
      or
      any provision thereof.

     

    (i) Facility
      Payment.
      Any
      amounts payable hereunder to any person under legal disability or who, in the
      judgment of the Committee, is unable to manage properly his financial affairs,
      may be paid to the legal representative of such person, or may be applied for
      the benefit of such person in any manner that the Committee may select, and
      the
      Partnership shall be relieved of any further liability for payment of such
      amounts.

     

    (j) Gender
      and Number.
      Words
      in the masculine gender shall include the feminine gender, the plural shall
      include the singular and the singular shall include the plural.

     

    (k) Compliance
      with Section 409A.
      Nothing
      in the Plan or any Award Agreement shall operate or be construed to cause the
      Plan or an Award to fail to comply with the requirements of Section 409A of
      the
      Internal Revenue Code. The applicable provisions of Section 409A and the
      regulations and guidelines issued thereunder are hereby incorporated by
      reference and shall control over any Plan or Award Agreement provision in
      conflict therewith.

     

    SECTION
      9. Term
      of the Plan.

     

    The
      Plan
      shall be effective on the date of its approval by the Board and shall continue
      until the earlier of (i) the date terminated by the Board or Committee or (ii)
      all GP Phantom Units available under the Plan have been paid to Participants.
      Unless otherwise expressly provided in the Plan or in an applicable Award
      Agreement, however, any Award granted prior to such termination, and the
      authority of the Committee to amend, alter, adjust, suspend, discontinue, or
      terminate any such Award or to waive any conditions or rights under such Award,
      shall extend beyond such termination date.