EXHIBIT
10.2
  
  SEPARATION AGREEMENT AND
GENERAL RELEASE
  This
Separation Agreement and General Release (the "Agreement") is by and between
John C. Earley, Jr. ("Mr. Earley") and Gulf South Pipeline Company, LP ("Gulf
South"), Gulf Crossing Pipeline Company LLC ("Gulf Crossing"), Texas Gas
Transmission, LLC ("Texas Gas"), Boardwalk GP, LLC (“Boardwalk GP”) and
Boardwalk Operating GP, LLC ("Boardwalk Operating") (Gulf South, Gulf Crossing,
Texas Gas, Boardwalk GP and Boardwalk Operating are collectively referred to
herein as the "Company").
  1.  Separation
Date.  Mr. Earley's employment with the Company has terminated
effective May 2, 2008 (the "Separation Date").
  2.  Consulting
Services.  In consideration of the payment set forth in Section
4.2 of this Agreement, for a period of six months from the Separation Date, Mr.
Earley shall serve as a Consultant to the Company and its subsidiaries or
affiliates providing construction, engineering and operational consulting
services only when requested by Mr. Gafvert, the Company's CEO.  Mr.
Earley's consulting services for the Company shall terminate on November 2,
2008, without the necessity of any notice or other action by the
Company.
  As a
Consultant, Mr. Earley shall serve as an independent contractor, and not an
employee, of the Company or any of its subsidiaries or
affiliates.  Mr. Earley shall have the right to control the details of
the consulting services he shall provide to the Company, provided however, Mr.
Earley shall with reasonable notice be available during normal business hours
and for trips to the field should he be requested by Mr. Gafvert.  Mr.
Earley shall work with the Company to ensure that his actions as a Consultant
are consistent with the goals and objectives of the Company and the subsidiary
or affiliate that has requested his services.  As a Consultant, Mr.
Earley shall not be entitled to receive any Company benefits, such as employee
benefits, in connection with his consulting services.  Mr. Earley
shall supply all equipment and supplies necessary for his consulting
services.  Mr. Earley shall control the hours of his
work.  Mr. Earley shall also control the location of his work,
however, there may be occasions when Mr. Earley is expected to meet with Company
officials at a Company facility or other designated location.  Mr.
Earley shall be free to hire assistants in providing consulting services and
shall be free to provide consulting services to his other
clients.  Mr. Earley shall be responsible for the payment of all
out-of-pocket expenses associated with his provision of consulting services to
the Company, provided however, the Company shall reimburse Mr. Earley for the
reasonable cost of any travel or related expenses incurred at the Company's
expressed written direction, but in no event shall any such reimbursements be
made after the last day of the calendar year following the calendar year that
the expense was incurred.
  Mr.
Earley shall not be treated as an employee for federal or state tax purposes
with respect to the consulting services rendered under this
Agreement.  The Company shall, to the extent it is legally required to
do so, file all necessary tax information reports with federal and state taxing
authorities, including an Internal Revenue Service Form 1099, to report the
income arising from the Agreement.
  Exhibit 10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July
29, 2008
 1
  3.  Effective
Date.  Mr. Earley has up to and including twenty-one (21) days
from the receipt of this Agreement within which to consider the
Agreement.  This Agreement shall become final, binding and enforceable
on the eighth day after Mr. Earley signs the Agreement, unless Mr. Earley
revokes the Agreement as provided for in Section 15 of this Agreement (the
"Effective Date").  The Effective Date shall be no later than October
1, 2008.
  4.  Payments.
  4.1  As
consideration for Mr. Earley's promises within this Agreement and Mr. Earley’s
execution and acceptance of this Agreement, the Company shall pay Mr. Earley,
excluding the payments for the consulting services rendered pursuant to Section
2, the gross amount of One Million Five Hundred Fifty Thousand Dollars and 0/100
($1,550,000.00), less required governmental payroll deductions.  That
amount shall be paid in three separate payments.  The first payment,
of Five Hundred Fifty Thousand Dollars and 0/100 ($550,000.00), less required
governmental payroll deductions, shall be made on the later of the Effective
Date or June 1, 2008.  The second payment, of Five Hundred Thousand
Dollars and 0/100 ($500,000.00), less required governmental payroll deductions,
shall be made on October 1, 2008. The third payment, of Five Hundred Thousand
Dollars and 0/100 ($500,000.00), less required governmental payroll deductions,
shall be made no later than December 31, 2008.  Each of these payments
shall constitute separate payments that are unrelated to any other payment set
forth in Section 4 of this Agreement for purposes of Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code").
  4.2  As
consideration for the consulting services that Mr. Earley shall provide,
pursuant to Section 2 of this Agreement, the Company shall pay Mr. Earley the
sum of One Hundred Thousand Dollars and 0/100 ($100,000.00), in the form of six
(6) monthly installments.  The first five installment payments shall
each be in the amount of  Sixteen Thousand Six Hundred Sixty-Six
Dollars and Sixty-Seven Cents ($16,666.67).  The final installment
payment shall be in the amount of Sixteen Thousand Six Hundred Sixty-Six Dollars
and Sixty-Five Cents ($16,666.65). Unlike the payments provided for in Section
4.1 above, no deductions shall be made from these payments.  The first
installment shall be paid in May of 2008.  During each of the
subsequent five (5) months, Mr. Earley shall receive another installment
payment, provided however that in no event shall any payment be made after March
15 of 2009.  Each of these payments shall constitute a separate
payment that is unrelated to any other payment set forth in this Section 4 of
this Agreement for purposes of Section 409A of the Code.
  4.3  Notwithstanding
the above, Mr. Earley shall receive payment for any unused and accrued vacation
that remains accrued and unpaid (in accordance with the Company’s payroll
policies) as of the Separation Date less required governmental payroll
deductions, which shall be paid to Mr. Earley, in the form of a lump-sum
payment.  That payment shall be paid as soon as administratively
practicable, but under no circumstances later than June 15, 2008.  In
addition, the Company shall pay Mr. Earley, no later than June 15, 2008, a lump
sum amount equal to the employee's cost of purchasing  six months of
COBRA coverage, under the Company's health insurance plan for Mr. Earley and his
family, less required governmental payroll deductions.   Mr.
Earley shall be free to spend that amount on COBRA coverage or anything else he
may choose.  Each of these payments shall constitute a separate
payment that is unrelated to any other payment set forth in this Section 4 of
the Agreement for purposes of Section 409A of the Code.
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29,
2008
 2
  5.  Payment
of Equity Compensation.  Of the gross
compensation provided for in Section 4.1 of this Agreement, the first Six
Hundred Sixty-Five Thousand Eight Hundred Fifty-Five Dollars and 0/100
($665,855.00) paid out with respect to the first and second payments set forth
in Section 4.1, is in full payment of the equity compensation benefits in which
Mr. Earley has vested (including, without limitation, all awards of phantom
units, such as LP and GP units) as of the Separation Date pursuant to the
Boardwalk Pipeline Partners Long-Term Incentive Plan and Strategic Long Term
Incentive Plan.  Mr. Earley hereby acknowledges that all rights to any
and all equity compensation benefits (including, without limitation, all awards
of phantom units) from the Company pursuant to the Boardwalk Pipeline Partners
Long-Term Incentive Plan, Strategic Long Term Incentive Plan or any other plan
in which he is not vested, as determined in the sole discretion of the plan
administrator of such plan, as of the Separation Date are hereby forfeited, and
the Company shall have no obligation to provide any further benefits or payments
under any such plan to Mr. Earley, except as specifically and expressly set
forth in this Section 5 above. Mr. Earley additionally hereby acknowledges that
the portion of the payment in Section 4.1 representing vested equity
compensation benefits, as referenced above in this Section, constitutes full and
complete payment for all vested equity compensation benefits (including, without
limitation, all awards of phantom units) to which he may be entitled under the
Boardwalk Pipeline Partners Long-Term Incentive Plan, Strategic Long Term
Incentive Plan, or any other plan.
  6.  Release.  In
consideration of the payments set forth in Section 4.1, an amount to which
Mr. Earley is not otherwise entitled, and the sufficiency of which Mr. Earley
acknowledges, Mr. Earley hereby KNOWINGLY ANDVOLUNTARILY
RELEASES AND DISCHARGESGulf South, Gulf Crossing, Texas Gas, Boardwalk
GP and Boardwalk Operating, and the past and present successors, assigns,
affiliates, parent companies, subsidiaries, partnerships, limited partnerships,
partners, joint ventures, predecessors, officers, directors, trustees,
conservators, employees, agents, insurance carriers, contractors,
representatives, shareholders and attorneys of Gulf South, Gulf Crossing, Texas
Gas, Boardwalk GP, Boardwalk Operating, and any of their benefit plans
(including, without limitation, the Boardwalk Pipeline Partners Long-Term
Incentive Plan (and their plan administrators)) and any of the other foregoing
entities from any and all rights, claims, debts, liabilities, actions and/or
causes of action, whether in law or in equity, whether known or unknown, that
are based upon facts occurring at any time prior to, or at the time of, Mr.
Earley’s signing of this Agreement including, but not limited to, any matter or
action related to Mr. Earley's employment with, termination from, and/or
affiliation with Gulf South, Gulf Crossing, Texas Gas, Boardwalk GP and/or
Boardwalk Operating, including, but not limited to, the following, identified in
subsections 6.1, 6.2 and 6.3 below:
  6.1  Any
statutory claims under the Civil Rights Acts of 1866, 1964, and 1991; the
Americans with Disabilities Act of 1990; the Age Discrimination in Employment
Act; the Older Workers Benefit Protection Act; the Rehabilitation Act of 1973;
Executive Order 11246; the Family and Medical Leave Act of 1993; the Employee
Retirement Income Security Act; the Equal Pay Act; the Sarbanes-Oxley Act,
Chapter 451 of the Texas Labor Code; the Texas Payday Law; Chapter 21 of the
Texas Labor Code; and all other federal, state or local statutes, laws or
regulations;
  6.2  Any tort,
contract or other common law claims, matters or actions related to Mr. Earley's
employment and/or affiliation with, or termination and/or separation from, Gulf
South, Gulf Crossing, Texas Gas, Boardwalk GP, and/or Boardwalk Operating,
including, but not limited to, defamation, intentional infliction of emotional
distress, fraud, misrepresentation, breach of contract, wrongful discharge,
constructive discharge, breach of any express or implied covenant of good faith
and fair dealing and breach of fiduciary duty; and,
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29,
2008
 3
  6.3  Any and
all claims for past or future employment benefits, including, but not limited
to, wages, bonuses, incentives (including phantom based equity programs),
vacation pay, medical insurance coverage and/or other benefits.
  6.4  Notwithstanding
the foregoing provisions of this Section 6, (i) to the extent that Mr. Earley
has served as an officer, director, member, manager, agent or employee, of any
of the companies currently or formerly constituting part of the Company, he
shall continue to be entitled to indemnity for any and all claims (including,
but not limited to any damages, fines, penalties, attorneys’ fees and related
costs and expenses) to the maximum extent permitted and provided for under the
articles or certificate of incorporation or organization, bylaws, operating
agreement, regulations, limited partnership agreement, partnership agreement and
any other charter documents of any of the constituent companies of the Company
and (ii) none of the release provisions in this Agreement release any
indemnification protections that Mr. Earley would otherwise have under the
articles or certificate of incorporation or organization, bylaws, operating
agreement, regulations, limited partnership agreement, partnership agreement and
any other charter documents of any of the constituent companies of the Company;
provided, however, that any such indemnification shall be provided only to the
extent that any such claims are related to Mr. Earley's performance of service
to the Company or any of its constituent companies in his capacity as an
officer, director, member, manager, agent or employee of the Company or its
constituent companies and only to the extent permitted under applicable
law.
  7.  Termination
from All Positions with the Company.Mr. Earley agrees
that as of the Separation Date he has ceased to hold any positions of any nature
with Gulf South, Gulf Crossing, Texas Gas, Boardwalk GP, and/or Boardwalk
Operating, including, without limitations, any positions as an officer,
director, member, manager, partner, employee or agent with Gulf South, Gulf
Crossing, Texas Gas, Boardwalk GP, and/or Boardwalk Operating or any parent,
affiliate, subsidiary or partner of Gulf South, Gulf Crossing, Texas Gas,
Boardwalk GP, and/or Boardwalk Operating.
  8.  Confidential
and Proprietary Information.  Mr. Earley acknowledges, agrees
and stipulates that during his employment with the Company he has had access to
confidential and proprietary information relating to the business and affairs of
the Company, including, without limitation, (i) the Company's financial
information, including budgets or projections, business plans, pricing policies
or strategies, tariff information, business methods, or any other financial,
marketing, pricing, or regulatory strategic information; (ii) information about
existing or potential customers of the Company and their representatives,
including customer identities, lists, preferences, customer services and all
other customer information; (iii) information about the Company 's employees and
the terms and conditions of their employment with the Company; (iv) computer
techniques, programs and software of the Company; (v) gas measurement devices,
strategies, and associated programs and software; (vi) information about
potential acquisitions or divestitures by the Company; and (vii) any other
non-public information of the Company that cannot be obtained readily by the
public and would be useful or helpful to competitors, customers or industry
trade groups if disclosed (collectively, "Confidential
Information").  In no event shall the definition of Confidential
Information include any information which (i) is generally known or available to
the general public, (ii) is lawfully acquired by Mr. Earley from any third party
not bound by an obligation of confidence, or (iii) is in or hereafter becomes a
part of the public domain other than by reason of a violation of this
Agreement.Mr. Earley
agrees that he shall not, at any time, directly or indirectly, for any reason
whatsoever, with or without cause, unless pursuant to a lawful subpoena or court
order, use, disseminate or disclose any of the Confidential Information to any
person or entity.  Mr. Earley further acknowledges that if Mr. Earley
were to use or disclose, directly or indirectly, the Confidential Information,
that such use and/or disclosure would cause the Company irreparable harm and
injury for which no adequate remedy at law exists.  Therefore, in the
event of the breach or threatened breach of the provisions of this Agreement by
Mr. Earley, the Company shall be entitled to obtain injunctive relief to enjoin
such breach or threatened breach, in addition to all other remedies and
alternatives which may be available at law or in equity.  Mr. Earley
acknowledges that the remedies contained in the Agreement for violation of this
Agreement are not the exclusive remedies which the Company may
pursue.
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29,
2008
 4
  9.  Non-Solicitation and
Non-Recruitment Covenants.
  9.1  Non-Solicitation
Obligations.In consideration of the
payments set forth in Section 4.1 of this Agreement and the Confidential
Information which was given to Mr. Earley during his employment, and which may
be given to Mr. Earley in connection with his performance of the consulting
services, and in order to enforce Mr. Earley's agreement not to disclose
Confidential Information, Mr. Earley and the Company agree that, for a period of
twelve (12) months from and after the Separation Date, Mr. Earley shall not, in
any capacity, directly or indirectly call on, service or solicit competing
business from customers or prospective customers of the Company as of the
Separation Date or cause or encourage others to call on, service or solicit
competing business from customers or prospective customers of the Company,
except as needed to perform the consulting services on behalf of the Company
described in Section 2, if, within the twelve (12) months preceding the
Separation Date, Mr. Earley had or made contact with the customer, or had access
to information and files about the customer.  Additionally, Mr. Earley
agrees that, for a period of six months following his Separation Date, he shall
not  engage in any full time employment with any employer that
directly or indirectly owns or operates (i) an interstate natural gas pipeline,
(ii) an intrastate natural gas pipeline, and/or (iii) a natural gas storage
facility in the United States.  As provided in Section 2, Mr. Earley
may provide consulting services to other clients, so long as he does not violate
the provisions of this Section 9.
  9.2  Non-Recruitment
Obligations.  In consideration of the payments set forth in
Section 4.1 of this Agreement and the Confidential Information which was given
to Mr. Earley during his employment, and which may be given to Mr. Earley in
connection with his performance of the consulting services, and in order to
enforce Mr. Earley's agreement not to disclose Confidential Information, Mr.
Earley and the Company agree that, for a period of twelve (12) months from and
after the Separation Date, Mr. Earley shall not, in any capacity, directly or
indirectly, (i) encourage, hire, induce, or solicit any employee of the Company
to accept employment with any other employer, (ii) encourage induce, or solicit
any employee of the Company to leave employment with the Company, or (iii) cause
or encourage others to encourage, induce or solicit any employee of the Company
to leave the Company.
  9.3  Injunctive
Relief.  The Company and Mr. Earley acknowledge and agree that
breach of any of the covenants made by Mr. Earley in this Section 9 would cause
irreparable injury to the Company, which could not sufficiently be remedied by
monetary damages; and, therefore, that the Company shall be entitled to obtain
such equitable relief as declaratory judgments; temporary, preliminary and
permanent injunctions; and orders of specific performance to enforce those
covenants or to prohibit any act or omission that constitutes a breach
thereof.  If the Company must bring suit to enforce the provisions of
Section 9 or to defend against any such action, should the Company prevail in
any such action it shall be entitled to recover its reasonable attorney's fees
and costs related thereto.
  9.4  Tolling.  If
Mr. Earley is found to have breached any promise made in Section 9 of this
Agreement, the 12-month period specified in Sections 9.1 and 9.2 of this
Agreement shall be extended by the period of time for which Mr. Earley was in
breach so that the Company has the full benefit of the 12 month period(s)
specified in Sections 9.1 and 9.2.
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29,
2008
 5
  10.  Company
Property.  Mr. Earley agrees to deliver to Michael McMahon,
General Counsel of Boardwalk Pipeline Partners, LP, no later than ten (10) days
following the Effective Date, any and all property, including keys, access
cards, files provided for Mr. Earley's use by the Company and all CD's, computer
disks, flash/thumb drives and other electronic or written materials including
but not limited to business related emails and computer files which relate to
the Company, its business activities, or Mr. Earley's position(s) with the
Company.
  11.  Non-Disparagement.  Mr.
Earley agrees that he shall not make disparaging remarks or communications of
any type concerning the Company or any of the parents, affiliates or
subsidiaries of the Company, or any of the officers or directors of any of those
entities.  Mr. Earley agrees that he shall engage in no conduct
designed to be, or that would have the effect of being, detrimental to the
interests and goodwill of the Company, its officers, directors or employees, nor
shall he engage in any conduct designed to reflect, or that would have the
effect of reflecting, adversely on the reputation and/or goodwill of the
Company, its officers, directors or employees, provided that no section or
provision in this Agreement shall be construed as prohibiting Mr. Earley from
making any truthful statements or reports to any regulatory agency or other
governmental agency or official.
  12.  Cooperation.  For
a period of twelve months following the Effective Date and conditioned upon full
compliance by the Company and its constituent component companies with any
ongoing indemnity obligations set forth in Section 6.4, Mr. Earley agrees to
cooperate with the Company as reasonably requested by responding to questions,
attending meetings, depositions, administrative or regulatory proceedings and
court hearings, executing documents and cooperating with the Company and its
accountants and legal counsel with respect to business or regulatory issues,
and/or claims and litigation involving third parties, of which he has or had
knowledge. In addition, Mr. Earley agrees to use his best efforts, when
requested or if directly contacted by a current Company employee, to encourage
current Company employees to stay with the Company and to provide the Company at
least the same level of performance as they did when he was at the
Company.  Mr. Earley agrees to communicate with all parties, witnesses
and other participants, and their respective legal counsel, in any such claims,
administrative proceedings or litigation through the designated legal counsel of
the Company.  The Company agrees to comply with the indemnity
provisions of Section 6.4 and, in addition,  reimburse Mr. Earley for
reasonable out-of-pocket expenses actually incurred for travel, meals and
lodging, in accordance with the then existing policies of the Company, for
providing requested cooperation required by this Section 12; provided, however,
that no reimbursement shall be made to Mr. Earley unless: (i) all of the
conditions in this Section are satisfied; and (ii) all of the conditions in
Section 20 are satisfied.  The reimbursement shall be paid to Mr.
Earley by the Company as soon as administratively practicable after Section
12(i) is satisfied, but in no event shall reimbursements be paid later than the
last day of the calendar year following the calendar year that the expense was
incurred.
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29,
2008
 6
  Further,
Mr. Earley agrees that, at all times in the future, he shall maintain, in strict
confidence, any information of which he may now have or hereinafter obtain
knowledge regarding pending claims, administrative proceedings and litigation
against the Company, or which may be made the basis of future claims,
administrative proceedings or litigation against the Company, except to the
extent otherwise required by law.  Additionally, Mr. Earley agrees
that, at all times in the future, he shall not communicate with any person
having a legal interest adverse to the interest of the Company, or with a
representative, agent or legal counsel for any such person, concerning any
currently pending or potential future claims, administrative or regulatory
proceedings or litigation against the Company, without the express written
agreement of the Company, except to the extent required by law.
  13. Representations
Concerning Business Conflicts.  Mr. Earley
represents that during his employment with the Company he has not solicited or
received any gifts, contributions, gratuities, services or kickbacks of anything
more than nominal value from any customer, supplier or contractor of the
Company.  Mr. Earley represents that he has not had a contractual or
business relationship with any supplier, customer, or contractor of the
Company.  Mr. Earley represents that he has not entered into any
transactions where he improperly benefited or attempted to improperly benefit
from his employment with the Company.  Mr. Earley represents that, to
the best of his knowledge, he has not engaged in any situation in which his own
interest influenced the way he handled Company business, including the use of
his relationship with the Company for personal profit or advantage, either
directly or indirectly.  Mr. Earley represents that, to the best of
his knowledge, he has not engaged in any conduct that created an actual or
potential conflict of interest or created the appearance of such a
conflict.  Mr. Earley represents that, to the best of his knowledge,
he has not  engaged in (i) any transaction where he, directly or
through others, converted or attempted to convert any benefit, asset or
opportunity of the Company into a benefit, asset or opportunity of himself or
(ii) any situation where he, directly or through others, acquired, appropriated,
or obtained for himself any good, service, benefit, asset or opportunity through
use of the Company’s assets, other than normal salary and employee benefits paid
to Mr. Earley in connection with his employment with the Company.  Mr.
Earley represents that, to the best of his knowledge, he has not disclosed or
used confidential or proprietary Company information for personal profit or
advantage, for the profit or advantage of any third party or for any other
purpose not specifically authorized by the Company.
  14.  Twenty-One
(21) Days to Consider.  The Company advises Mr. Earley that he
has twenty-one (21) calendar days from the date he receives this Agreement
within which to consider whether to sign this Agreement.  The Company
advises Mr. Earley that he may voluntarily choose to sign the Agreement earlier,
but is not required to do so.
  15.  Seven (7)
Days to Revoke.  The Company hereby advises Mr. Earley that for
a period of seven (7) calendar days after he signs this Agreement, Mr. Earley
may revoke this Agreement.  This Agreement shall not become effective
or enforceable until the revocation period has expired.In order to revoke this
Agreement pursuant to this Section 15, Mr. Earley must submit his revocation in
writing to Michael McMahon, General Counsel, 9 Greenway Plaza, Suite 2800,
Houston, Texas 77046, before the expiration of the seven (7) day
period.  Notwithstanding the foregoing, Mr. Earley acknowledges that
the termination of his employment as of the Separation Date shall remain
effective even if Mr. Earley revokes the Agreement.  Mr. Earley
acknowledges, represents and agrees that he understands his rights and
obligations under this Section 15.
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29,
2008
 7
  16.  Advice of
Attorney.The
Company hereby advises Mr. Earley to consult with an attorney prior to executing
(signing) this Agreement.
  17.  Non-Admission.  This
Agreement is not an admission by either Mr. Earley or the Company of any
wrongdoing or liability.
  18. Prior
Agreements Superseded.  This Agreement constitutes the sole
agreement of the parties hereto concerning the subject matter herein and
supersedes any prior understandings or written or oral agreements between the
parties regarding the subject matter herein.
  19.  Exclusive
Law, Severability and Venue.This
Agreement shall be interpreted in accordance with the laws of the State of
Texas.  If any provision of this Agreement becomes or is deemed
invalid, illegal or unenforceable in any applicable jurisdiction by reason of
the scope, extent or duration of its coverage, then such provision shall be
deemed amended to the minimum extent necessary to conform to applicable law so
as to be valid and enforceable or, if such provision cannot be so amended
without materially altering the intention of the parties, then such provision
shall be stricken and the remainder of this Agreement shall continue in force
and effect.  If any provision of this Agreement is rendered illegal by
any present or future statute, law, ordinance or regulation (collectively the
"Law"), then that provision shall be curtailed or limited only to the minimum
extent necessary to bring the provision into compliance with the
Law.  All other terms and provisions of this Agreement shall continue
in full force and effect without impairment or limitation. Mr. Earley agrees
that for all matters directly or indirectly arising out of this Agreement, venue
and jurisdiction for any such matters shall lie with the state and federal
courts located in Harris County, Texas as applicable under this
Agreement.
  20.  Section
409A.  To the extent that the terms of this Agreement would
subject Mr. Earley to gross income inclusion, penalties, interest, or additional
tax pursuant to Section 409A of the Code, those terms are automatically stricken
and reformed either to be exempt from, or to comply with, Section 409A of the
Code and the regulations issued thereunder.  Notwithstanding any
provision of this Agreement to the contrary, only to the extent that this
Agreement is subject to the requirements of Section 409A of the Code and is not
exempted from such requirements, if at the time of Mr. Earley's termination of
employment with the Company, he is a "specified employee" as defined in Section
409A of the Code, no payment or benefit that results from his termination of
employment shall be provided until the date which is six months after the date
of his termination of employment (or, if earlier, his date of
death).  Payments to which Mr. Earley would otherwise be entitled
during the six-month period described above shall be accumulated and paid in a
lump sum on the first day of the seventh month after the date of his termination
of employment.  Notwithstanding anything to the contrary, to the
extent required by Section 409A of the Code: (a) the amount of expenses eligible
for reimbursement or to be provided as an in-kind benefit under this Agreement
during the calendar year may not affect the expenses eligible for reimbursement
or to be provided as an in-kind benefit in any other calendar year and (b) the
right to reimbursement or in-kind benefits under this Agreement shall not be
subject to liquidation or exchange for another benefit.
  21.  Tax
Advice.Mr.
Earley acknowledges that neither the Company nor any of its representatives have
provided him with any tax advice or tax-related representations concerning the
payments provided for in this Agreement or any other aspect of this
Agreement.  Mr. Earley agrees that he should consult his own tax
advisor(s) for any such tax advice or information.
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29,
2008
 8
 IN
WITNESS WHEREOF, the parties have duly executed and delivered this Separation
Agreement to be effective as of the Effective Date.
  By:
              /s/
      John C. Earley, Jr.
 Mr.
      John C. Earley, Jr.
 
 Date:
              May 8,
      2008
 
 
 For the
Company:
 
 By:           /s/
Michael McMahon
 Mr. Michael McMahon
 General Counsel
 
 Date:       May 8,
2008
 
 
 
 
  Exhibit
10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29, 2008
 9