Exhibit 10.2


    Boardwalk
      Pipeline Partners

    Strategic
      Long-Term Incentive Plan

    


    Grant
      of GP Phantom Units

    


    


     

    Grantee:                      
      _____________________________       

     

    Vesting
      Date:  __________________,
      200_______

     

    


     

    
      	1.  	
              Grant
                of GP Phantom Units.
                Boardwalk Pipeline Partners,
                LP
                (the “Partnership”) hereby grants to you ______ GP Phantom Units under the
                Boardwalk Pipeline Partners Strategic Long-Term Incentive Plan (the
                “Plan”) on the terms and conditions set forth herein. In the event of any
                conflict between the terms of this Agreement and the Plan, which
                is
                incorporated herein by reference as a part of this Agreement, the
                terms of
                the Plan shall control. A copy of the Plan is attached hereto. Capitalized
                terms used in this Agreement but not defined herein shall have the
                meanings ascribed to such terms in the Plan, unless the context requires
                otherwise. 

            


    

     

    
      	2.  	
              Vesting. Except
                as otherwise provided in Paragraph 3 below, the GP Phantom Units
                granted
                hereunder shall vest on the Vesting Date, provided the aggregate
                amount of
                cash distributions made by the Partnership with respect to a Unit
                for the
                four consecutive calendar quarters ending on or immediately prior
                to such
                Vesting Date equals or exceeds the Minimum Distribution Amount. If
                the
                aggregate amount of the cash distributions per Unit for such four
                quarters
                is less than the Minimum Distribution Amount, the GP Phantom Units
                automatically shall be forfeited on the Vesting Date without payment.
                The
                Minimum Distribution Amount is
                $1.61.

            


    

     

    
      	3.  	
              Events
                Occurring Prior to Vesting Date.
                

            


    

     

    
      	 	
              (a)

            	
              Death,
                Disability or Retirement.
                If your employment with the Partnership and its Affiliates terminates
                as a
                result of your death, a disability that entitles you to benefits
                under a
                long-term disability plan of the Partnership or an Affiliate or on
                or
                after you qualify for retirement, the GP Phantom Units then held
                by you
                automatically will become fully vested upon such termination, provided
                the
                Minimum Distribution Amount per Unit has been met with respect to
                the four
                consecutive calendar quarters ending on or immediately preceding
                such
                employment termination date. As used herein, “retirement” means your
                termination of employment on or after age 65 other than for “cause,” as
                defined below, or your termination of employment other than for cause,
                with the consent of the Committee, on or after reaching age
                60.

            


    

     

    
      	 	
              (b)

            	
              Involuntary
                Termination for Cause.
                If your employment with the Partnership and its Affiliates is terminated
                by the Partnership other than for cause, the GP Phantom Units then
                held by
                you automatically will become fully vested upon such termination,
                provided
                the Minimum Distribution Amount per Unit has been met with respect
                to the
                four consecutive calendar quarters ending on or immediately preceding
                such
                termination of employment date. As used herein, “cause” shall have the
                meaning set forth in the employment agreement between you and the
                Partnership or an Affiliate, if such an agreement exists and contains
                a
                definition of cause; otherwise cause shall mean (1) your conviction
                (or
                plea of nolo contendere) for committing a felony under Federal law
                or the
                law of the state in which such action occurred, (2) dishonesty in
                the
                course of fulfilling your employment duties, (3) your willful and
                deliberate failure to perform your employment duties in any material
                respect or (4) such other event(s) as shall be determined in good
                faith by
                the Committee. The Committee shall, unless otherwise provided in
                any
                employment agreement with you, have the sole discretion to determine
                whether cause exists, and its determination shall be
                final.

            


    

     

    
      	 	
              (c)

            	
              Other
                Terminations.
                If your employment with the Partnership and its Affiliates terminates
                for
                any reason other than as provided in Paragraphs 3(a) and (b) above,
                all
                unvested GP Phantom Units then held by you automatically shall be
                forfeited without payment upon such termination.
                

            


    

     

    
      	 	
              (d)

            	
              Change
                of Control.
                All outstanding GP Phantom Units held by you automatically shall
                become
                fully vested upon a Change of Control, provided the Minimum Distribution
                Amount per Unit has been met with respect to the four consecutive
                calendar
                quarters ending on or immediately preceding the date of the Change
                of
                Control.

            


    

     

    For
      purposes of this Paragraph 3, except to the extent provided otherwise by Section
      409A of the Internal Revenue Code or regulations thereunder, if this Award
      is
      subject to Section 409A, “a termination of employment with the Partnership”
shall not include a change in your status between any of the following: as
      an
      employee or a director of, or a consultant to, the Partnership or an Affiliate
      of the Partnership.

     

    
      	4.  	
              Payment.
                No later than the end of the calendar year in which vesting occurs
                or, if
                later, the 15th day of the third month following the date of such
                vesting,
                the Partnership shall pay you an amount of cash equal to the product
                of
                (i) the Formula Value of a GP Phantom Unit on the date of such vesting
                and
                (ii) the number of your GP Phantom Units vesting on such date, less
                any
                taxes the Partnership is required to withhold from such
                payment.

            


    

     

    
      	5.  	
              Limitations
                Upon Transfer.
                All rights under this Agreement shall belong to you alone and may
                not be
                transferred, assigned, pledged, or hypothecated by you in any way
                (whether
                by operation of law or otherwise), other than by will or the laws
                of
                descent and distribution and shall not be subject to execution,
                attachment, or similar process. Upon any attempt by you to transfer,
                assign, pledge, hypothecate, or otherwise dispose of such rights
                contrary
                to the provisions in this Agreement or the Plan, or upon the levy
                of any
                attachment or similar process upon such rights, such rights shall
                immediately become null and void.

            


    

     

    
      	6.  	
              Binding
                Effect.
                This Agreement shall be binding upon and inure to the benefit of
                any
                successor or successors of the Partnership and upon any person lawfully
                claiming under you.

            


    

     

    
      	7.  	
              Entire
                Agreement.
                This Agreement constitutes the entire agreement of the parties with
                regard
                to the subject matter hereof, and contains all the covenants, promises,
                representations, warranties and agreements between the parties with
                respect to the GP Phantom Units granted hereby. Without limiting
                the scope
                of the preceding sentence, all prior understandings and agreements,
                if
                any, among the parties hereto relating to the subject matter hereof
                are
                hereby null and void and of no further force and effect.
                

            


    

     

    
      	8.  	
              Modifications.
                Except as provided below, any modification of this Agreement shall
                be
                effective only if it is in writing and signed by both you and an
                authorized officer of the General
                Partner.

            


    

     

    
      	9.  	
              Governing
                Law.
                This
                grant shall be governed by, and construed in accordance with, the
                laws of
                the State of Delaware, without regard to conflicts of laws principles
                thereof.

            


    

     

    BOARDWALK
      PIPELINE PARTNERS, L.P.

    by
      its general partner, Boardwalk GP, LP

    by
      its general partner, Boardwalk GP, LLC

    


    By:         
      ________________________________

    Name:    
      ________________________________

    Title:     
       ________________________________