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.

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.

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 AND VOLUNTARILY RELEASES AND DISCHARGES Gulf 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,

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 a