8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

July 24, 2006

BOARDWALK PIPELINE PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	01-32665	20-3265614
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

3800 Frederica Street

Owensboro, Kentucky 42301

(Address of principal executive office)

(270) 926-8686

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On July 24, 2006 the registrant approved the Boardwalk Pipeline Partners Strategic Long Term Incentive Plan (the “Plan”). The Plan provides for the issuance of up to 500 GP Phantom Units to key executives of the registrant and its subsidiaries. Each GP Phantom Unit entitles the holder thereof, upon vesting, to a lump sum cash payment in an amount determined by a formula based on cash distributions made by the registrant to its general partner during the four quarters preceding the vesting date (the “Formula Value”).

The Formula Value of each GP Phantom Unit is the lesser of:

(1) the product of (A) the quotient of (i) the sum of the cash distributions made to the registrant’s general partner by the registrant for the four consecutive calendar quarters ending on or immediately preceding the vesting date , divided by (ii) the “current yield” on the registrant’s common units on such vesting date, multiplied by (B) .0001 or (2) $50,000. “Current yield” means the quotient of (x) four times the quarterly cash distribution made by the registrant per common unit for the calendar quarter ending on or immediately preceding such vesting date, divided by (y) the Fair Market Value of a Common Unit (as determined under the Plan) on such vesting date.

A copy of the Plan and a Grant of GP Phantom Units form of agreement are filed as Exhibit 10.1 and 10.2, respectively, to this Form 8-K and are incorporated herein by reference.

On July 24, 2006, the registrant made the following awards of GP Phantom Units to its executive officers, each of which vests on the fourth anniversary of the grant date.

NamePositionGP Phantom Units

Rolf GafvertCo-President of Boardwalk GP, LLC*25

H. Dean Jones II                    Co-President of Boardwalk GP, LLC*15

Jamie L. Buskill                       CFO ofBoardwalk GP, LLC*12

* Boardwalk GP, LLC, the general partner of Boardwalk GP, LP, which is the general partner of the registrant.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit No.	Description
10.1	Boardwalk Pipeline Partners - Strategic Long Term Incentive Plan
10.2	Boardwalk Pipeline Partners Strategic Long-term Incentive Plan - Grant of GP Phantom Units Form of Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BOARDWALK PIPELINE PARTNERS, LP

By: BOARDWALK GP, LP,

its general partner

By: BOARDWALK GP, LLC,

its general partner

By: /s/ Jamie L. Buskill

Jamie L. Buskill

                        Chief Financial Officer

Dated: July 28, 2006

EX-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.

EX-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:       ________________________________