Exhibit 10.10


     

    EXHIBIT
      10.10

     

    


    Boardwalk
      Pipeline Partners, LP

    Long-Term
      Incentive Plan

    


    [FORM
      OF] Grant of Phantom Units

    with
      DERs

    


     

    Grantee:_______________________________      

     

    Grant
      Date:______________________________,200 

     

    


     

    
      	
              1.

            	
              Grant
                of Phantom Units with DERs.
                Boardwalk Pipeline Partners,
                LP
                (the “Partnership”) hereby grants to you ______ Phantom Units under the
                Boardwalk Pipeline Partners Long-Term Incentive Plan (the “Plan”) on the
                terms and conditions set forth herein. This grant of Phantom Units
                includes a tandem grant of DERs with respect to each Phantom Unit.
                The
                Partnership shall establish a DER bookkeeping account for you with
                respect
                to each Phantom Unit granted that shall be credited with an amount
                equal
                to any cash distributions made by the Partnership on a Common Unit
                during
                the period such Phantom Unit is outstanding. 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 Phantom Units granted
                hereunder shall vest on the anniversary of the Grant Date as
                follows:

            


    

     

    


     

    
      	
              Anniversary
                of

               

              Grant
                Date

               

            	
              Cumulative

               

              Vested
                Percentage

               

            
	
              prior
                to 2nd anniversary

               

            	
              0%

               

            
	
              on
                2nd anniversary

               

            	
              50%

               

            
	
              on
                3rd anniversary

               

            	
              100%

               

            


    

    


     

    Upon
      vesting of a Phantom Unit, the amount credited to your tandem DER account with
      respect to such Phantom Unit shall also vest. If a Phantom Unit is forfeited,
      the amount credited to your tandem DER account with respect to such Phantom
      Unit
      shall be similarly forfeited.

     

    
      	
              3.

            	
              Events
                Occurring Prior to Full Vesting.
                

            


    

     

    
      	 	
              (a)

            	
              Death,
                Disability or Retirement.
                If your employment with the Partnership or an Affiliate terminates
                as a
                result of your death, a disability that entitles you to benefits
                under the
                Partnership’s or an Affiliate’s long-term disability plan or on or after
                you qualify for retirement, the Phantom Units then held by you
                automatically will become fully vested upon such termination. 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 is terminated by the Partnership
                other than for cause, the Phantom Units then held by you automatically
                will become fully vested upon such termination. As used herein, “cause”
                shall have the meaning set forth in the employment or engagement
                agreement
                between a Participant and the Partnership or any Affiliate thereof,
                if
                such an agreement exists and contains a definition of cause; otherwise
                cause shall mean (1) conviction of the Participant 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 a Participant’s employment,
                engagement or directorial duties, (3) willful and deliberate failure
                on
                the part of a Participant to perform the Participant’s employment,
                engagement or directorial duties in any material respect or (4) such
                other
                events as shall be determined in good faith by the Committee. The
                Committee shall, unless otherwise provided in an Award Agreement
                or
                employment agreement with the Participant, have the sole discretion
                to
                determine whether cause exists, and its determination shall be
                final.

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

            	
              Change
                of Control.
                All outstanding Phantom Units held by you automatically shall become
                fully
                vested upon a Change of Control.

            


    

     

    For
      purposes of this Paragraph 3, except to the extent provided otherwise by Section
      409A of the Code or regulations thereunder, “a termination of employment with
      the Partnership” shall not include a change of status between any of the
      following: an Employee or a Director of, or a Consultant to, the Partnership
      or
      an Affiliate of the Partnership.

     

    
      	
              4.

            	
              Payment.
                As soon as administratively practicable after the date of the vesting
                of a
                Phantom Unit, the Partnership or an Affiliate shall pay you an amount
                of
                cash equal to the sum of the Fair Market Value of the Unit on the
                vesting
                date and the vested amount then credited to your tandem DER account,
                less
                any taxes the Partnership or the Affiliate 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 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:___________________________________