Boardwalk Pipeline Partners Unit Appreciation Rights and Cash Bonus Plan Cash Bonus Grant Agreement

Grant of Cash Bonus. Boardwalk Pipeline Partners, LP (the “Partnership”) hereby grants you a contingent Cash Bonus under the Boardwalk Pipeline Partners Unit Appreciation Rights and Cash Bonus Plan (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”) in the amount of $[•] on the terms and conditions set forth herein and in the Plan. Capitalized terms used in this Cash Bonus Grant Agreement (this “Agreement”) but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise. By accepting this Agreement, you agree to be bound by all of the terms hereof.

Regular Vesting Date. Except as otherwise provided in Paragraph 3 below, the Cash Bonus granted hereunder shall become fully vested on [•] (the “Regular Vesting Date”). The period beginning on the Grant Date and ending on the Regular Vesting Date is referred to herein as the “Vesting Period.”

Events Occurring Prior to Regular Vesting Date.

Death or Disability. If your Termination of Employment occurs prior to the Regular Vesting Date and is due to your death or a disability that entitles you to benefits under a long-term disability plan of the Partnership or an Affiliate, then a prorated percentage (a “Prorated Percentage”) of the Cash Bonus will automatically become vested and payable on your Termination of Employment. Such vested Prorated Percentage shall equal AB, where “A” is the number of days in the period beginning on the Grant Date and ending on your Termination of Employment, and “B” is [insert the number of days in the Vesting Period]. The remaining percentage of the Cash Bonus that does not become vested as provided in the preceding sentence shall automatically be cancelled unpaid on your Termination of Employment.

Retirement. If your Termination of Employment occurs one or more years after the Grant Date and prior to the Regular Vesting Date and is due to your Retirement, then a Prorated Percentage of the Cash Bonus (as determined pursuant to Paragraph 3(a)) will automatically become vested on your Termination of Employment, subject to your compliance with the Noncompetition Restriction and the Nonsolicitation Restriction set forth below, but will not become payable prior to the Regular Vesting Date. The remaining percentage of the Cash Bonus that does not become vested as provided in the preceding sentence shall automatically be cancelled unpaid on your Termination of Employment. As used in this Paragraph 3(b):

“Retirement” means your Termination of Employment with the written consent of the Committee on or after reaching age 55 and having completed five or more years of continuous service with the Partnership and its Affiliates; provided, however, that you must file a written request for Retirement with the Committee at least 180 days prior

“Noncompetition Restriction” means that, during the Vesting Period and without the written consent of the Committee, within the State of Texas or any other geographic area in which you provided material services or for which you had material responsibility during the final two years of your employment with the Partnership or any of its Affiliates, you do not, directly or indirectly, engage in, or provide services, with respect to, the business of providing transportation, storage, gathering and processing services for natural gas or natural gas liquids or any other business to which you provided material services or with respect to which you had material responsibility during the final two years of your employment with the Partnership or any of its Affiliates (the “Business”); and

“Nonsolicitation Restriction” means, that during the Vesting Period, you do not, directly or indirectly, for yourself or any other person or entity, request or solicit in any manner, without the written consent of the Committee, any employee of the Partnership or any of its Affiliates with whom you had regular contact, or with whom you had a supervisory relationship (whether as a supervisor or supervisee) during the course of your employment with the Partnership or its Affiliate to terminate his or her employment with the Partnership or any of its Affiliates.

Change of Control. If your Termination of Employment occurs prior to the Regular Vesting Date and within six months following a Change of Control and such Termination of Employment constitutes a Qualified Termination, then a Prorated Percentage (as determined in Paragraph 3(a)) of the Cash Bonus will automatically become vested and payable on your Termination of Employment. The remaining percentage of the Cash Bonus that does not become vested as provided in the preceding sentence shall automatically be cancelled unpaid on your Qualified Termination. As used in this Paragraph 3(c):

“Change of Control” means, and shall be deemed to have occurred upon, one or more of the following events: (A) 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

“Qualified Termination” means a Termination of Employment either (A) by the Partnership or one of its Affiliates for any reason other than due to a material violation of the Partnership’s (or one of its Affiliate’s) code of conduct policy or (B) by you due to a material diminution in your duties and responsibilities in the aggregate following a Change of Control as compared to your duties and responsibilities immediately before such Change of Control.

Other Terminations. If your Termination of Employment occurs prior to the Regular Vesting Date for any reason other than as provided in Paragraph 3(a), 3(b) and 3(c) above, 100% of the Cash Bonus shall automatically be forfeited on your Termination of Employment without payment unless and to the extent such forfeiture is waived by the Committee in its sole discretion.

Payments. On or as soon as reasonably practicable following the earlier of (i) the Regular Vesting Date or (ii) if applicable, your Termination of Employment under circumstances in which a Prorated Percentage of the Cash Bonus becomes vested prior to the Regular Vesting Date pursuant to Paragraph 3(a) or 3(c) (the earlier of the dates in clauses (i) and (ii) being the “Payment Date”), and in no event later than the 15th day following the Payment Date, the Partnership shall pay you an amount of cash equal to the vested portion of the Cash Bonus, less the amount of all taxes the Partnership is required to withhold from such payments. For the avoidance of doubt, if your Termination of Employment occurs under circumstances in which a Prorated Percentage of the Cash Bonus becomes vested prior to the Regular Vesting Date pursuant to Paragraph 3(b), the Payment Date for such Prorated Percentage of the Cash Bonus shall be the Regular Vesting Date.

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.

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.

Entire Agreement; Amendment. 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 Cash Bonus 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

Plan Controls. 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, including, without limitation, Section 9(b)(v) thereof, shall control.

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.

No Right to Employment. Nothing in the adoption of the Plan, nor the grant of the Cash Bonus thereunder pursuant to this Agreement, shall confer upon you the right to continued employment by the Partnership or any of its Affiliates or affect in any way the right of the Partnership or any of its Affiliates to terminate your employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, your employment by the Partnership and its Affiliates shall be on an at-will basis, and your employment relationship may be terminated at any time by either you or the Partnership or one of its Affiliates for any reason or for no reason whatsoever, with or without Cause or notice. Any question as to whether and when there has been a termination of your employment, and the cause of such termination, shall be determined by the Committee or its delegate, and its determination shall be final and binding for all purposes.

Clawback. Notwithstanding any provision in this Agreement, the Grant Notice or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Partnership from time to time, the Cash Bonus granted hereunder and any cash paid to you pursuant to the Cash Bonus shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.