EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of the day of March 18, 1988, and amended and restated as of March 15, 1996 (the "Effective Date") between Equitable Resources, Inc., a Pennsylvania corporation, with its principal executive offices at 420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219 (the "Company"), and Frederick H. Abrew, an individual and resident of Bridgeville, Pennsylvania (the "Executive").
WHEREAS, the Company desires to secure the continued employment of the Executive in accordance with the provisions of the Agreement;
WHEREAS, the Executive desires and is willing to accept continued employment with the Company in accordance herewith, and WHEREAS, this Agreement has been amended in certain respects as of the Effective Date and restated in its entirety, and the parties hereto expressly acknowledge the adequacy of the mutual consideration for such amendments, with the intention to be bound by them; NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound, the Company and the Executive hereby amend and restate their agreement relating to the Executive's employment with the Company as follows:

Position and Duties.

The Company hereby agrees to, and hereby does, continue to employ the Executive, for the term of this Agreement, to render services to the Company as President and Chief Executive Officer of the Company and in connection therewith to perform such duties as the Executive is now performing and such other duties, commensurate with such position, as the Executive may reasonably be directed to perform by the Board of Directors of the Company provided, however, that without the prior written consent of the Executive there shall be no geographic change from Pittsburgh, Pennsylvania or its environs or transfer of the office or place of performance of the Executive's service or duties. Except to the extent that the Board of Directors of the Company delegates the duties and assigns the positions described below with respect to subsidiaries of the Company to such other person or persons as the Board of Directors of the Company, in its discretion, shall determine, the Executive will continue to serve as the President and Chief Executive Officer of such of the subsidiaries of the Company and in connection therewith to perform such duties as the Executive is now performing and such other duties, commensurate with such position as President and Chief Executive Officer of such subsidiaries, as the Executive may reasonably be directed to perform by the Board of Directors of the Company. The Executive shall have the right to devote a reasonable amount of time and effort to industry, community or charity organizations, and, subject to the provisions of Section 11 and Section 12 hereof, the Executive may serve as a director of other companies with the consent of the Board of Directors which consent case shall not be unreasonably withheld.

The Executive hereby accepts such employment and agrees faithfully to perform to the best of his ability the duties described in Section l(a).

Term. Subject to Section 4 hereof, the term of the employment of the Executive under this Agreement shall commence on the Effective Date and shall terminate on the last day of the calendar month in which occurs the earlier of
(i) the date of the Executive's retirement in accordance with the provisions of the Company's retirement policy as set forth in its Management Manual or (ii) unless further extended as hereinafter set forth, the date which is 36 calendar months after the Effective Date. Commencing on the last day of the first full calendar month after the Effective Date and on the last day of each succeeding calendar month, the term of this Agreement shall be automatically extended without further action by either party (but not beyond the Executive's 65th birthday) for one additional calendar month unless one party notifies the other in writing that such party does not wish to extend the term of this Agreement. In the event that such notice shall have been delivered, the term hereof shall no longer be subject to automatic extension and the term hereof shall expire on the date which is 36 calendar months after the last day of the month in which such written notice is received. (The last day of the calendar month in which the term hereof, as extended from time to time, shall end is hereinafter referred to as the "Expiration Date").

Compensation. In consideration of the Executive's agreements contained herein and as compensation to the Executive for the performance of the services required hereunder, the Company shall pay or grant to him the following salary and other compensation and benefits:

a base salary, payable in equal installments not less frequently than monthly, at such annual rate, not less than the current salary per year, as is determined from time to time by the Board or an appropriate committee thereof, provided, however, that the Executive's base salary shall be periodically reviewed by the Board and shall be increased if the Board determines that an increase is appropriate on the basis of the types of factors it generally takes into account in increasing the salaries of executive officers of the Company;

an annual incentive compensation payment equal to the amount, if any, payable to the Executive under the terms and conditions of the Company's Short-Term Incentive Compensation Plan as in effect for each annual period during the term of this
Agreement;

such other awards under the Company's Key Employee Restricted Stock Option and Stock Appreciation Rights Incentive Compensation Plan (the "Option Plan") or under any other stock option, incentive compensation or other compensation plan, program or arrangement, now existing or hereafter adopted as applicable to executive officers of the Company, as the Board, or an appropriate committee thereof administering such plan, program or arrangement, may determine appropriate in light of the duties and responsibilities of the Executive in respect to other executive officers;

participation on the same terms and conditions as all other employees in all employee benefit plans, whether or not qualified within the meaning of
Section 401(a) of the Internal Revenue Code of 1986, as may be amended from time to time (the "Code"), as may be now or hereafter sponsored or maintained for all employees of the Company and participation on the same terms and conditions as other executive officers in such other plan, program or arrangement as may be now or hereafter sponsored or maintained for executive officers of the Company;

reimbursement for reasonable travel and other expenses incurred by Executive in performing his obligations hereunder pursuant to the terms and conditions of the Company's policy in respect thereto; and

reasonable vacations, absences on account of temporary illness and fringe benefits customarily enjoyed by employees or executive officers of the Company under the terms and conditions of the Company's policy in respect thereto.
Nothing contained in this Agreement shall prevent the Board from amending or otherwise altering the Short-Term Incentive Plan, the Option Plan or any other plan, program or arrangement so long as such amendment or alteration
(i) is accomplished pursuant to the terms thereof as in effect on the Effective Date or on the date such is adopted, if later, and (ii) equitably affects all employees, executive or otherwise, previously covered thereunder.

Termination of Employment. This Agreement shall terminate upon the Expiration Date or upon the death of the Executive. Prior to the occurrence of a Change of Control and the Expiration Date, the Company may terminate this Agreement and the Executive's employment hereunder for "Disability" or "Cause" and the Executive may terminate the Agreement prior to the Expiration Date and his employment hereunder pursuant to his "Resignation for Good Reason" or "Retirement for Good Reason" as such terms are hereinafter defined. Following the occurrence of a Change of Control and prior to the Expiration Date, the Company may terminate this Agreement and the Executive's employment hereunder for "Disability", "Cause" or without "Cause" and Executive may terminate this Agreement and his employment hereunder pursuant to Retirement for Good Reason or Resignation for Good Reason. Termination of this Agreement for any reason not set forth above shall not be deemed a permitted termination and shall be deemed a breach of this Agreement. In the event of any termination of this Agreement prior to the Expiration Date, whether a permitted termination or otherwise, the provisions of Section 5 of this Agreement shall determine the amount, if any, of any compensation thereafter due the Executive in respect to such termination.
As used in this Agreement, the following terms shall have the meanings set forth:

Disability. The Executive shall be entitled to leaves of absence from the Company in accordance with the Company's policy generally applicable to executives for illness or other temporary disabilities for a period or periods not exceeding an aggregate of six months in any calendar year, and his compensation and status as an employee hereunder shall continue during any such period or periods. If, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from his duties with the Company on a full-time basis for six consecutive months, and within thirty days after written notice of termination is given by the Company, the Executive shall not have returned to the full-time daily performance of his duties, the Executive shall be deemed to have experienced a Disability and the Company may terminate the Executive's employment hereunder.

Cause. Termination by the Company of employment for "Cause" shall mean termination upon:

the willful and continued failure by the Executive to substantially perform his duties with the Company (other than (A) any such failure resulting from his incapacity due to physical or mental illness or (B) any such actual or anticipated failure resulting from his Resignation for Good Reason or Retirement for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and which failure has not been cured within thirty days after such written demand; or

the willful and continued engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; or

the breach by the Executive of the Noncompetition clause in Section 11 hereof or the Confidentiality clause in Section 12 hereof.
For purposes of this Subsection (b), no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (i), (ii) or (iii) of the first sentence of this Subsection (b) and specifying the particulars thereof in detail.

Retirement for Good Reason. For purposes of this Agreement "Retirement for Good Reason" shall mean the Executive's election to retire under the terms of the Company's Pension Plan for Salaried Employees as a result of the occurrence of one of the events referred to in Subsection (e) below.

Resignation for Good Reason. For purposes of this Agreement, "Resignation for Good Reason" shall mean the Executive's election to resign as a result of the occurrence of one of the events referred to in Subsection (e) below.

Good Reason. For purposes of this Agreement, "Good Reason" shall, absent the Executive's prior express written consent to the contrary, mean:

removal of the Executive as President and Chief Executive Officer of the Company, (by reason other than death, Disability or Cause), or any other material breach by the Company of its obligations contained in this Agreement;

the assignment to the Executive of any duties inconsistent with his status as President and Chief Executive Officer of the Company or a substantial alteration in the nature or status of the Executive's responsibilities which renders the Executive's position to be of less dignity, responsibility or scope;

a reduction by the Company in the Executive's annual base salary as in effect on the Effective Date or as the same may be increased from time to time, except for proportional across-the-board salary reductions similarly affecting all executives of the Company and all executives of any person in control of the Company, provided, however, that in no event shall the Executive's annual base salary be reduced by an amount equal to ten percent or more of the Executive's annual base salary as of the end of the calendar year immediately preceding the year in which the Executive's employment with the Company is terminated without the Executive's prior written consent;

the failure to grant the Executive an annual salary increase reasonably necessary to maintain such salary as reasonably comparable to salaries of senior executives holding positions equivalent to the Executive's in the industry in which the Company's then principal business activity is conducted;

the relocation of the Company's principal executive offices to a location outside the Pittsburgh, Pennsylvania Metropolitan Area or the Company's requiring the Executive to be based anywhere other than the Company's principal executive offices except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations;

the failure by the Company to continue in effect any compensation plan, program or arrangement in which the Executive participates, unless an equitable arrangement reasonably acceptable to the Executive (embodied in an ongoing substitute or alternative plan, program or arrangement) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein;

any material reduction by the Company of the benefits enjoyed by the Executive under any of the Company's pension, retirement, profit sharing, savings, life insurance, medical, health-and-accident, disability or other employee benefit plans, programs or arrangements, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefits, or the failure by the Company to provide the Executive with the number of paid vacation days to which he is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy, provided that this Section (vii) shall not apply to any proportional across-the-board reduction or action similarly affecting all executives of the Company and all executives of any person in control of the Company;

the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 15(b)(ii) hereof; or

any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (f) below and, if applicable, Subsection
(b) above, and for purposes of this Agreement, no such purported termination shall be effective.

Notice of Termination. Any purported termination of this Agreement by the Company or the Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 14 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination, resignation or retirement provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination, resignation or retirement under the provision so indicated.

Date of Termination, Etc. "Date of Termination" shall mean (i) if the Executive's employment is terminated for Disability, thirty days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time daily basis during such thirty-day period), and (ii) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which shall not be less than thirty days nor more than sixty days, from the date such Notice of Termination is given); provided that if within thirty days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). Any party giving notice of a dispute shall pursue the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue the Executive as a participant in all compensation, employee benefit and insurance plans, programs and arrangements in which the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection (g).

Compensation Upon Termination.

Death. If the Executive's employment hereunder terminates by reason of his death, the Company shall be obligated to pay to his surviving widow, or to his legal representatives if he leaves no surviving widow or if his surviving widow dies prior to fulfillment of the Company's obligations, (i) the Executive's then current base salary for a six-month period commencing on the first day of the month following the Executive's death, or until the Expiration Date, whichever shall be the first to occur, and (ii) any benefits to which the Executive is entitled under any insurance policies on the life of the Executive, under the Company's insurance programs and other employee benefit plans, programs and arrangements then in effect and under the Company's Pension Plan for Salaried Employees.

Disability. If the Executive's employment hereunder terminates by reason of his Disability, the Company shall pay to the Executive, in monthly installments, such amount as shall aggregate 70% of the Executive's then current base salary for the lesser of a six-month period or until such time as the Executive has reached the age at which he would be entitled to retire under the Company's retirement policies and the Pension Plan for Salaried Employees. Benefits otherwise receivable by the Executive pursuant to this Subsection (b) shall be reduced to the extent other benefits are received by the Executive pursuant to any disability income or income protection plan, policy or arrangement, the premiums for which or benefits under which are paid by the Company. If the Executive dies prior to the date on which such additional amounts would have ceased to be payable under this Subsection (b), the amount that would have been payable by the Company had he lived shall continue to be paid by the Company to his surviving widow, for a period of 12 months following the Executive's death, at the same times and rates as it would have been payable to him.

Cause. If the Executive's employment hereunder is terminated by the Company for Cause, the Company shall pay to the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive under this Agreement.

Voluntary Resignation or Retirement. In the event the Executive voluntarily retires or resigns other than pursuant to his Retirement for Good Reason or Resignation for Good Reason, the Company shall pay to the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and, except as provided in Section 10, the Company shall have no further obligations to the Executive under this Agreement.

Upon a Change of Control. Notwithstanding anything herein to the contrary, in the event that either the Company, without Cause, or the Executive, with Good Reason, shall terminate the Executive's employment hereunder by giving notice of termination in accordance with this Agreement within two years following the occurrence of a Change of Control, the Company shall pay the Executive the following:

payment of sum equal to three times Executive's annual base salary;

payment of an amount of cash equal to three (3) times the average incentive earned over the prior three year period;

immediate vesting of all previously unvested cash awards and stock incentives;

immediate delivery of Company stock or payment of an amount of cash equal to three (3) times the value of the average grants received by Executive over the preceding five (5) years under the applicable Company long term incentive plans;

provision to Executive and his eligible dependents of medical, disability, dental and life insurance coverage (to the extent such coverage was in effect immediately prior to the Change of Control) for thirty-six (36) months;

immediate granting to Executive of thirty-six (36) months of service and age credit for determining benefit amounts and any early retirement reductions with respect to all applicable Company retirement benefit plans; in addition, no early retirement reductions will be imposed on the retirement benefits if age at termination equals or exceeds 55;

reimbursement to Executive of reasonable costs incurred by Executive for outplacment services in the thirty-six (36) month period following termination of Executive's employment in connection with a Change of Control (the foregoing amounts shall be hereinafter sometimes collectively referred to as the "Salary and Benefits Continuation Payments") All amounts payable by the Company to the Executive in
cash pursuant to Section 5(e)(i), (ii), (iii) and (iv) shall be made in a lump sum unless the Executive otherwise elects and notifies the Company in writing prior to the termination of his employment of his desire to have all payments made in accordance with the Company's regular salary and benefit payment practices, provided that the lump sum payment or first payment is made within thirty (30) days after the Executive's termination hereunder. All other amounts payable by the Company to the Executive pursuant to this Section 5 (e) shall be paid or provided in accordance with the Company's standard payroll and reimbursement procedures, as in effect immediately prior to the Change of Control. In the event that medical, disability, dental and life insurance benefits cannot be provided under appropriate Company group insurance policies, an amount equal to the premium necessary for the Executive to purchase directly the same level of coverage in effect immediately prior to the Change of Control shall be added to the Company's salary payments to Executive.
The Executive's right to receive Salary and Benefits Continuation Payments shall continue as provided, notwithstanding the subsequent expiration of this Agreement pursuant to Section 2 hereof. The Executive's subsequent death or disability within the thirty-six (36) month period following the termination of Executive's employment in connection with a Change of Control shall not affect the Company's obligation to continue making Salary and Benefits Continuation Payments. The right to Salary and Benefits Continuation Payments shall be in addition to whatever other benefits the Executive may be entitled to under any other agreement or compensation plan, program or arrangement of the Company. The Company shall be authorized to withhold from any payment to the Executive, his estate or his beneficiaries hereunder all such amounts, if any, that the Company may reasonably determine it is required to withhold pursuant to any applicable law or regulation.
In the event the Executive obtains subsequent employment within the thirty-six (36) month period for which the Executive is receiving Salary and Benefits Continuation Payments, the Salary and Benefits Continuation Payments shall be reduced in amount equal to: (i) any compensation earned by the Executive as the result of employment by another employer and (ii) any comparable benefits actually received by the Executive from another employer.
Notwithstanding anything herein to the contrary, if the Executive's employment with the Company is terminated prior to the date on which a Change of Control occurs either (i) by the Company other than for Cause or (ii) by the Executive for Good Reason, and it is reasonably demonstrated by Executive that such termination of employment (a) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, or (b) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the termination shall be deemed to have occurred upon a Change of Control and the Executive will be entitled to Salary and Benefits Continuation Payments as provided for in this Section 5 hereof.
For purposes of this Agreement, "Change of Control" shall mean any of the following events (each of such events being herein referred to as a "Change of Control"):
(i) The sale or other disposition by the Company of all or substantially all of its assets to a single purchaser or to a group of purchasers, other than to a corporation with respect to which, following such sale or disposition, more than eighty percent (80%) of, respectively, the then outstanding shares of Company common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of the Board of Directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and the combined voting power of the then outstanding voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Company common stock and voting power immediately prior to such sale or disposition; (ii) The acquisition in one or more transactions by any person or group, directly or indirectly, of beneficial ownership of twenty percent (20%) or more of the outstanding shares of Company common stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the Board of Directors; provided, however, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or
(y) any person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act (as such rule is in effect as of November 1, 1995), to file a statement on Schedule 13G with respect to its beneficial ownership of Company common stock and other voting securities whether or not such person shall have filed a statement on Schedule 13G, unless such person shall have filed a statement on Schedule 13D with respect to beneficial ownership of fifteen percent (15%) or more of the Company's voting securities, shall not constitute a Change of Control; (iii). The Company's termination of its business and liquidation of its assets; (iv) The reorganization, merger or consolidation of the Company into or with another person or entity, by which reorganization, merger or consolidation the persons who held one hundred percent (100%) of the voting securities of the Company prior to such reorganization, merger or consolidation receive or continue to hold less than sixty (60%) of the outstanding voting shares of the new or continuing corporation; or (v) If, during any two-year period, less than a majority of the members of the Board of Directors are persons who were either (i) nominated or recommended for election by at least two-thirds vote of the persons who were members of the Board of Directors or Nominating Committee of the Board of Directors at the beginning of the period, or (ii) elected by at least a two-thirds vote of the persons who were members of the Board of Directors at the beginning of the period.

Other. If the Executive's employment hereunder is terminated prior to the occurrence of a Change of Control (1) by the Company other than for Cause or Disability or (2) by the Executive pursuant to his Retirement for Good Reason or Resignation for Good Reason, then the Executive shall be entitled to the benefits provided below:

the Company shall pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;

in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to the Executive, not later than the fifteenth day following the Date of Termination, a lump sum severance payment equal to the Executive's full base salary for the then remaining term of this Agreement (without regard to the date of such Notice of Termination) at the rate then in effect, discounted to present value at a discount rate of 7% per annum applied to each future payment from the time it would have become payable;

in lieu of shares of common stock issuable upon exercise of outstanding options ("Options"), if any, or any stock appreciation rights ("SAR"), if any, whether or not such Options or SARs are vested or then exercisable pursuant to their respective terms, granted to the Executive under the Company's stock option or stock appreciation rights plans or otherwise (which Options and SARs shall be canceled upon the making of the payment referred to below), the Executive shall receive, not later than the fifteenth day following the Date of Termination, an amount in cash equal to the product of
(i) the difference (to the extent that such difference is a positive number) obtained by subtracting the per share exercise price of each Option and each SAR held by the Executive, whether or not then fully exercisable, from the closing price of the Common Stock (the "Closing Price") as reported on the New York Stock Exchange on the Date of Termination (or if not traded on the Date of Termination, the closing price on the next preceding business day on which the Common Stock traded), and (ii) the number of shares of Common Stock covered by each such Option or SAR;

for a period of time remaining until the Expiration Date, the Company shall arrange to provide the Executive with and shall pay the cost or premiums when due for life, disability and health-and-accident insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Notice of Termination.

The payments provided for in this Subsection (f), shall be made not later than the fifteenth day following the Date of Termination, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive payable on the fifth day after demand by the Company
(together with interest at the rate provided in Section 1274(b)(2)(B)
of the Code).

Reimbursement of Certain Fees and Expenses The Company shall also pay to the Executive all legal and accounting fees and expenses incurred by the Executive in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder.

Contest of Certain Payments. In the event that it is asserted by any governmental agency, in any tax audit, administrative proceeding or otherwise, that any payments (the "Severance Payments") provided under Section 5(e) are or will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code and/or that a federal income tax deduction for amounts paid as Severance Payments will not be allowed to the Company for any year by reason of Section 28OG of the Code, the Executive may contest or refute such assertion with respect to the Excise Tax in any appropriate forum (the "Executive's Contest") and the Company shall diligently and vigorously contest or refute such assertion with respect to the disallowance of such deduction in all administrative proceedings and in the federal district court or the Tax Court, whichever shall have jurisdiction (the "Company's Contest"). The Executive's Contest and the Company's Contest shall be conducted and presented separately unless the Executive, in his discretion but with the consent of the Company, joins in the Company's Contest. In any event, the Executive shall be entitled to retain attorneys and other experts deemed necessary or appropriate by the Executive to the proper presentation of the Executive's Contest and shall not be compelled by the Company to compromise, settle or otherwise terminate the Executive's Contest without his written consent thereto. The Company and the Executive shall cooperate one with the other and each shall provide to the other copies of all documents relevant to or useful in connection with either the Executive's Contest or the Company's Contest as may reasonably be requested by the other. The Executive shall attend any hearing, deposition or other proceeding at which his attendance in person is material to the Company's Contest. The Company shall cause the appropriate authorized officer or officers of the Company to attend any hearing, deposition or other matter at which the Company's appearance is requested by any party.

Executive's Duty to Mitigate. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 5(a), (b), (c),
(d) and (f) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5(a), (b), (c), (d) and (f) be reduced by any compensation earned by the Executive as the result of employment by another employer, or otherwise. Benefits otherwise receivable by the Executive pursuant to Section 5(f)(iv) above shall be reduced to the extent comparable benefits are actually received by the Executive during the period of time remaining until the Expiration Date from the plan or plans of any subsequent employer or from any program maintained by any governmental body not requiring contribution by the Executive, and any such benefits actually received by the Executive shall be reported to the Company.

Right to Additional Benefits. In addition to all other amounts payable to the Executive under Section 5, the Executive shall be entitled to receive all benefits payable to him under the Company's Pension Plan for Salaried Employees, the Employee Savings Plan, and any other plan, program or arrangement relating to retirement, profit sharing, or other benefits including, without limitation, any employee stock ownership plan or any plan established as a supplement to any of the aforenamed plans. No amount payable to the Executive under Sections 5(e) or 5(f) shall be considered for any benefit calculation under the Company's Pension Plan for Salaried Employees.

Retirement Under Circumstances Not Constituting Retirement For Good Reason. Nothing contained in this Agreement shall be deemed to limit the Executive's ability to retire under the Company's retirement policies and Pension Plan for Salaried Employees under circumstances not constituting Retirement for Good Reason and to receive all benefits payable to him under the Company's Pension Plan for Salaried Employees, the Company's Employee Savings Plan and any other plan, program or arrangement relating to retirement.

Non-Competition. During the term of this Agreement and for one year thereafter, the Executive shall refrain from competing with the Company or any subsidiary of the Company except with the Company's prior written consent. The phrase "refrain from competing with the Company or any subsidiary of the Company" shall mean that the Executive will not engage, directly or indirectly (including, by way of example only, as a principal, partner, venture, employee or agent) nor have any direct or indirect interest in any enterprise (a "Competing Enterprise") which competes with the Company or any subsidiary thereof by engaging in the production, transmission, storage or distribution of natural gas or natural gas liquids or the ownership or operation of a central plant heating system in the Company's distribution area or in substantial and direct competition with any other business operation actively conducted by the Company or its subsidiaries at the date of termination. It is agreed that the foregoing provisions shall not restrict the Executive from either (i) subject to the provisions of Subsection 12(a) hereof, being a director of or having any investments or other interests in an enterprise which is not a competing enterprise or (ii) having any investments in any competing enterprise the stock of which is listed on a national securities exchange or traded publicly over-the-counter so long as such investment does not give the Executive more than one percent (1%) of the voting stock of such company.

Confidentiality. The Executive agrees:

To keep secret all confidential matters of the Company and its subsidiaries and affiliates specifically indicated to be such by the Company or established as such by written Company policy, and not to disclose them to any one outside the Company or its subsidiaries and affiliates, either during or after his employment with the Company, except with the Company's prior written consent or as required by law; and

To deliver promptly to the Company on termination of employment of the Executive by the Company all memoranda, notes, records, reports and other documents (and all copies thereof) with respect to any such confidential matters and other proprietary information (such as customers lists, suppliers lists, etc.) which the Executive may then possess or have under his control.

Arbitration. Any disputes hereunder shall be settled by arbitration in Pittsburgh, Pennsylvania under the auspices of, and in accordance with the rules of, the American Arbitration Association, and the decision in such arbitration shall be final and conclusive on the parties and judgment upon such decision may be entered in any court having jurisdiction thereof.

Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be delivered personally or by registered or certified mail addressed to the party concerned at the following addresses:
If to the Company:

Equitable Resources, Inc.
420 Boulevard of Allies
Pittsburgh, PA 15219

If to the Executive:
Mr. Frederick H. Abrew
107 Links View Drive
Bridgeville, PA 15017

or to such other address as shall be designated by notice in writing to the other party in accordance herewith. Notices and other communications hereunder shall be deemed effectively given when personally delivered, or, if mailed, 48 hours after deposit in the United States mail.

Miscellaneous.

This Agreement supersedes all prior agreements, arrangements and undertakings, written or oral, relating to the subject matter hereof.

(i) This arrangement shall inure to the benefit of the Executive's heirs, representatives or estate to the extent stated herein.
(ii) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as defined in the preamble to this Agreement and any successor to its business or assets which executes and delivers the agreement provided for in this Subsection 15 (b) (ii) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce such provisions thereafter. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

In the event any one or more of the covenants, terms or provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, terms and provisions contained herein shall be in no way affected, prejudiced or disturbed thereby.

This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Subsection 15(b) above. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Subsection 15(e) the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered.

                                        -----------------------------
By:________________________    By:      E. Lawrence  Keyes
   Secretary                   Title:   Chairman, Compensation Committee
                                        Board of Directors

WITNESS:

By_________________________ ______________________________ Frederick H. Abrew

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of the day of March 18, 1988, and amended and restated as of March 15, 1996 (the "Effective Date") between Equitable Resources, Inc., a Pennsylvania corporation, with its principal executive offices at 420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219 (the "Company"), and Augustine A. Mazzei, Jr., an individual and resident of Monroeville, Pennsylvania (the "Executive").
WHEREAS, the Company desires to secure the continued employment of the Executive in accordance with the provisions of the Agreement;
WHEREAS, the Executive desires and is willing to accept continued employment with the Company in accordance herewith, and WHEREAS, this Agreement has been amended in certain respects as of the Effective Date and restated in its entirety, and the parties hereto expressly acknowledge the adequacy of the mutual consideration for such amendments, with the intention to be bound by them; NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound, the Company and the Executive hereby amend and restate their agreement relating to the Executive's employment with the Company as follows:

Position and Duties.

The Company hereby agrees to, and hereby does, continue to employ the Executive, for the term of this Agreement, to render services to the Company as Senior Vice President and General Counsel of the Company and in connection therewith to perform such duties as the Executive is now performing and such other duties, commensurate with such position, as the Executive may reasonably be directed to perform by the President and Chief Executive Officer of the Company provided, however, that without the prior written consent of the Executive there shall be no geographic change from Pittsburgh, Pennsylvania or its environs or transfer of the office or place of performance of the Executive's service or duties. Except to the extent that the President and Chief Executive Officer of the Company delegates the duties and assigns the positions described below with respect to subsidiaries of the Company to such other person or persons as the President and Chief Executive Officer of the Company, in his discretion, shall determine, the Executive will continue to serve as the Senior Vice President and General Counsel of such of the subsidiaries of the Company and in connection therewith to perform such duties as the Executive is now performing and such other duties, commensurate with such position as Senior Vice President and General Counsel of such subsidiaries, as the Executive may reasonably be directed to perform by the President and Chief Executive Officer of the Company. The Executive shall have the right to devote a reasonable amount of time and effort to industry, community or charity organizations, and, subject to the provisions of Section 11 and Section 12 hereof, the Executive may serve as a director of other companies with the consent of the President and Chief Executive Officer of the Company and of the Board which consent in either case shall not be unreasonably withheld.

The Executive hereby accepts such employment and agrees faithfully to perform to the best of his ability the duties described in Section l(a).

Term. Subject to Section 4 hereof, the term of the employment of the Executive under this Agreement shall commence on the Effective Date and shall terminate on the last day of the calendar month in which occurs the earlier of
(i) the date of the Executive's retirement in accordance with the provisions of the Company's retirement policy as set forth in its Management Manual or (ii) unless further extended as hereinafter set forth, the date which is 36 calendar months after the Effective Date. Commencing on the last day of the first full calendar month after the Effective Date and on the last day of each succeeding calendar month, the term of this Agreement shall be automatically extended without further action by either party (but not beyond the Executive's 65th birthday) for one additional calendar month unless one party notifies the other in writing that such party does not wish to extend the term of this Agreement. In the event that such notice shall have been delivered, the term hereof shall no longer be subject to automatic extension and the term hereof shall expire on the date which is 36 calendar months after the last day of the month in which such written notice is received. (The last day of the calendar month in which the term hereof, as extended from time to time, shall end is hereinafter referred to as the "Expiration Date").

Compensation. In consideration of the Executive's agreements contained herein and as compensation to the Executive for the performance of the services required hereunder, the Company shall pay or grant to him the following salary and other compensation and benefits:

a base salary, payable in equal installments not less frequently than monthly, at such annual rate, not less than the current salary per year, as is determined from time to time by the Board or an appropriate committee thereof, provided, however, that the Executive's base salary shall be periodically reviewed by the Board and shall be increased if the Board determines that an increase is appropriate on the basis of the types of factors it generally takes into account in increasing the salaries of executive officers of the Company;

an annual incentive compensation payment equal to the amount, if any, payable to the Executive under the terms and conditions of the Company's Short-Term Incentive Compensation Plan as in effect for each annual period during the term of this
Agreement;

such other awards under the Company's Key Employee Restricted Stock Option and Stock Appreciation Rights Incentive Compensation Plan (the "Option Plan") or under any other stock option, incentive compensation or other compensation plan, program or arrangement, now existing or hereafter adopted as applicable to executive officers of the Company, as the Board, or an appropriate committee thereof administering such plan, program or arrangement, may determine appropriate in light of the duties and responsibilities of the Executive in respect to other executive officers;

participation on the same terms and conditions as all other employees in all employee benefit plans, whether or not qualified within the meaning of
Section 401(a) of the Internal Revenue Code of 1986, as may be amended from time to time (the "Code"), as may be now or hereafter sponsored or maintained for all employees of the Company and participation on the same terms and conditions as other executive officers in such other plan, program or arrangement as may be now or hereafter sponsored or maintained for executive officers of the Company;

reimbursement for reasonable travel and other expenses incurred by Executive in performing his obligations hereunder pursuant to the terms and conditions of the Company's policy in respect thereto; and

reasonable vacations, absences on account of temporary illness and fringe benefits customarily enjoyed by employees or executive officers of the Company under the terms and conditions of the Company's policy in respect thereto.
Nothing contained in this Agreement shall prevent the Board from amending or otherwise altering the Short-Term Incentive Plan, the Option Plan or any other plan, program or arrangement so long as such amendment or alteration
(i) is accomplished pursuant to the terms thereof as in effect on the Effective Date or on the date such is adopted, if later, and (ii) equitably affects all employees, executive or otherwise, previously covered thereunder.

Termination of Employment. This Agreement shall terminate upon the Expiration Date or upon the death of the Executive. Prior to the occurrence of a Change of Control and the Expiration Date, the Company may terminate this Agreement and the Executive's employment hereunder for "Disability" or "Cause" and the Executive may terminate the Agreement prior to the Expiration Date and his employment hereunder pursuant to his "Resignation for Good Reason" or "Retirement for Good Reason" as such terms are hereinafter defined. Following the occurrence of a Change of Control and prior to the Expiration Date, the Company may terminate this Agreement and the Executive's employment hereunder for "Disability", "Cause" or without "Cause" and Executive may terminate this Agreement and his employment hereunder pursuant to Retirement for Good Reason or Resignation for Good Reason. Termination of this Agreement for any reason not set forth above shall not be deemed a permitted termination and shall be deemed a breach of this Agreement. In the event of any termination of this Agreement prior to the Expiration Date, whether a permitted termination or otherwise, the provisions of Section 5 of this Agreement shall determine the amount, if any, of any compensation thereafter due the Executive in respect to such termination.
As used in this Agreement, the following terms shall have the meanings set forth:

Disability. The Executive shall be entitled to leaves of absence from the Company in accordance with the Company's policy generally applicable to executives for illness or other temporary disabilities for a period or periods not exceeding an aggregate of six months in any calendar year, and his compensation and status as an employee hereunder shall continue during any such period or periods. If, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from his duties with the Company on a full-time basis for six consecutive months, and within thirty days after written notice of termination is given by the Company, the Executive shall not have returned to the full-time daily performance of his duties, the Executive shall be deemed to have experienced a Disability and the Company may terminate the Executive's employment hereunder.

Cause. Termination by the Company of employment for "Cause" shall mean termination upon:

the willful and continued failure by the Executive to substantially perform his duties with the Company (other than (A) any such failure resulting from his incapacity due to physical or mental illness or (B) any such actual or anticipated failure resulting from his Resignation for Good Reason or Retirement for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and which failure has not been cured within thirty days after such written demand; or

the willful and continued engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; or

the breach by the Executive of the Noncompetition clause in Section 11 hereof or the Confidentiality clause in Section 12 hereof.
For purposes of this Subsection (b), no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (i), (ii) or (iii) of the first sentence of this Subsection (b) and specifying the particulars thereof in detail.

Retirement for Good Reason. For purposes of this Agreement "Retirement for Good Reason" shall mean the Executive's election to retire under the terms of the Company's Pension Plan for Salaried Employees as a result of the occurrence of one of the events referred to in Subsection (e) below.

Resignation for Good Reason. For purposes of this Agreement, "Resignation for Good Reason" shall mean the Executive's election to resign as a result of the occurrence of one of the events referred to in Subsection (e) below.

Good Reason. For purposes of this Agreement, "Good Reason" shall, absent the Executive's prior express written consent to the contrary, mean:

removal of the Executive as Senior Vice President and General Counsel of the Company, (by reason other than death, Disability or Cause), or any other material breach by the Company of its obligations contained in this Agreement;

the assignment to the Executive of any duties inconsistent with his status as Senior Vice President and General Counsel of the Company or a substantial alteration in the nature or status of the Executive's responsibilities which renders the Executive's position to be of less dignity, responsibility or scope;

a reduction by the Company in the Executive's annual base salary as in effect on the Effective Date or as the same may be increased from time to time, except for proportional across-the-board salary reductions similarly affecting all executives of the Company and all executives of any person in control of the Company, provided, however, that in no event shall the Executive's annual base salary be reduced by an amount equal to ten percent or more of the Executive's annual base salary as of the end of the calendar year immediately preceding the year in which the Executive's employment with the Company is terminated without the Executive's prior written consent;

the failure to grant the Executive an annual salary increase reasonably necessary to maintain such salary as reasonably comparable to salaries of senior executives holding positions equivalent to the Executive's in the industry in which the Company's then principal business activity is conducted;

the relocation of the Company's principal executive offices to a location outside the Pittsburgh, Pennsylvania Metropolitan Area or the Company's requiring the Executive to be based anywhere other than the Company's principal executive offices except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations;

the failure by the Company to continue in effect any compensation plan, program or arrangement in which the Executive participates, unless an equitable arrangement reasonably acceptable to the Executive (embodied in an ongoing substitute or alternative plan, program or arrangement) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein;

any material reduction by the Company of the benefits enjoyed by the Executive under any of the Company's pension, retirement, profit sharing, savings, life insurance, medical, health-and-accident, disability or other employee benefit plans, programs or arrangements, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefits, or the failure by the Company to provide the Executive with the number of paid vacation days to which he is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy, provided that this Section (vii) shall not apply to any proportional across-the-board reduction or action similarly affecting all executives of the Company and all executives of any person in control of the Company;

the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 15(b)(ii) hereof; or

any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (f) below and, if applicable, Subsection
(b) above, and for purposes of this Agreement, no such purported termination shall be effective.

Notice of Termination. Any purported termination of this Agreement by the Company or the Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 14 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination, resignation or retirement provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination, resignation or retirement under the provision so indicated.

Date of Termination, Etc. "Date of Termination" shall mean (i) if the Executive's employment is terminated for Disability, thirty days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time daily basis during such thirty-day period), and (ii) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which shall not be less than thirty days nor more than sixty days, from the date such Notice of Termination is given); provided that if within thirty days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). Any party giving notice of a dispute shall pursue the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay the Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue the Executive as a participant in all compensation, employee benefit and insurance plans, programs and arrangements in which the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection (g).

Compensation Upon Termination.

Death. If the Executive's employment hereunder terminates by reason of his death, the Company shall be obligated to pay to his surviving widow, or to his legal representatives if he leaves no surviving widow or if his surviving widow dies prior to fulfillment of the Company's obligations, (i) the Executive's then current base salary for a six-month period commencing on the first day of the month following the Executive's death, or until the Expiration Date, whichever shall be the first to occur, and (ii) any benefits to which the Executive is entitled under any insurance policies on the life of the Executive, under the Company's insurance programs and other employee benefit plans, programs and arrangements then in effect and under the Company's Pension Plan for Salaried Employees.

Disability. If the Executive's employment hereunder terminates by reason of his Disability, the Company shall pay to the Executive, in monthly installments, such amount as shall aggregate 70% of the Executive's then current base salary for the lesser of a six-month period or until such time as the Executive has reached the age at which he would be entitled to retire under the Company's retirement policies and the Pension Plan for Salaried Employees. Benefits otherwise receivable by the Executive pursuant to this Subsection (b) shall be reduced to the extent other benefits are received by the Executive pursuant to any disability income or income protection plan, policy or arrangement, the premiums for which or benefits under which are paid by the Company. If the Executive dies prior to the date on which such additional amounts would have ceased to be payable under this Subsection (b), the amount that would have been payable by the Company had he lived shall continue to be paid by the Company to his surviving widow, for a period of 12 months following the Executive's death, at the same times and rates as it would have been payable to him.

Cause. If the Executive's employment hereunder is terminated by the Company for Cause, the Company shall pay to the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive under this Agreement.

Voluntary Resignation or Retirement. In the event the Executive voluntarily retires or resigns other than pursuant to his Retirement for Good Reason or Resignation for Good Reason, the Company shall pay to the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and, except as provided in Section 10, the Company shall have no further obligations to the Executive under this Agreement.

Upon a Change of Control. Notwithstanding anything herein to the contrary, in the event that either the Company, without Cause, or the Executive, with Good Reason, shall terminate the Executive's employment hereunder by giving notice of termination in accordance with this Agreement within two years following the occurrence of a Change of Control, the Company shall pay the Executive the following:

payment of sum equal to two times Executive's annual base salary;

payment of an amount of cash equal to two (2) times the average incentive earned over the prior three year period;

immediate vesting of all previously unvested cash awards and stock incentives;

immediate delivery of Company stock or payment of an amount of cash equal to two (2) times the value of the average grants received by Executive over the preceding five (5) years under the applicable Company long term incentive plans;

provision to Executive and his eligible dependents of medical, disability, dental and life insurance coverage (to the extent such coverage was in effect immediately prior to the Change of Control) for twenty-four (24) months;

immediate granting to Executive of twenty-four (24) months of service and age credit for determining benefit amounts and any early retirement reductions with respect to all applicable Company retirement benefit plans; in addition, no early retirement reductions will be imposed on the retirement benefits if age at termination equals or exceeds 55;

reimbursement to Executive of reasonable costs incurred by Executive for outplacment services in the twenty-four (24) month period following termination of Executive's employment in connection with a Change of Control (the foregoing amounts shall be hereinafter sometimes collectively referred to as the "Salary and Benefits Continuation Payments") All amounts payable by the Company to the Executive in
cash pursuant to Section 5(e)(i), (ii), (iii) and (iv) shall be made in a lump sum unless the Executive otherwise elects and notifies the Company in writing prior to the termination of his employment of his desire to have all payments made in accordance with the Company's regular salary and benefit payment practices, provided that the lump sum payment or first payment is made within thirty (30) days after the Executive's termination hereunder. All other amounts payable by the Company to the Executive pursuant to this Section 5 (e) shall be paid or provided in accordance with the Company's standard payroll and reimbursement procedures, as in effect immediately prior to the Change of Control. In the event that medical, disability, dental and life insurance benefits cannot be provided under appropriate Company group insurance policies, an amount equal to the premium necessary for the Executive to purchase directly the same level of coverage in effect immediately prior to the Change of Control shall be added to the Company's salary payments to Executive.
The Executive's right to receive Salary and Benefits Continuation Payments shall continue as provided, notwithstanding the subsequent expiration of this Agreement pursuant to Section 2 hereof. The Executive's subsequent death or disability within the twenty-four (24) month period following the termination of Executive's employment in connection with a Change of Control shall not affect the Company's obligation to continue making Salary and Benefits Continuation Payments. The right to Salary and Benefits Continuation Payments shall be in addition to whatever other benefits the Executive may be entitled to under any other agreement or compensation plan, program or arrangement of the Company. The Company shall be authorized to withhold from any payment to the Executive, his estate or his beneficiaries hereunder all such amounts, if any, that the Company may reasonably determine it is required to withhold pursuant to any applicable law or regulation.
In the event the Executive obtains subsequent employment within the twenty-four (24) month period for which the Executive is receiving Salary and Benefits Continuation Payments, the Salary and Benefits Continuation Payments shall be reduced in amount equal to: (i) any compensation earned by the Executive as the result of employment by another employer and (ii) any comparable benefits actually received by the Executive from another employer.
Notwithstanding anything herein to the contrary, if the Executive's employment with the Company is terminated prior to the date on which a Change of Control occurs either (i) by the Company other than for Cause or (ii) by the Executive for Good Reason, and it is reasonably demonstrated by Executive that such termination of employment (a) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, or (b) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the termination shall be deemed to have occurred upon a Change of Control and the Executive will be entitled to Salary and Benefits Continuation Payments as provided for in this Section 5 hereof.
For purposes of this Agreement, "Change of Control" shall mean any of the following events (each of such events being herein referred to as a "Change of Control"):
(i) The sale or other disposition by the Company of all or substantially all of its assets to a single purchaser or to a group of purchasers, other than to a corporation with respect to which, following such sale or disposition, more than eighty percent (80%) of, respectively, the then outstanding shares of Company common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of the Board of Directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and the combined voting power of the then outstanding voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Company common stock and voting power immediately prior to such sale or disposition; (ii) The acquisition in one or more transactions by any person or group, directly or indirectly, of beneficial ownership of twenty percent (20%) or more of the outstanding shares of Company common stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the Board of Directors; provided, however, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or
(y) any person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act (as such rule is in effect as of November 1, 1995), to file a statement on Schedule 13G with respect to its beneficial ownership of Company common stock and other voting securities whether or not such person shall have filed a statement on Schedule 13G, unless such person shall have filed a statement on Schedule 13D with respect to beneficial ownership of fifteen percent (15%) or more of the Company's voting securities, shall not constitute a Change of Control; (iii). The Company's termination of its business and liquidation of its assets;
(iv) The reorganization, merger or consolidation of the Company into or with another person or entity, by which reorganization, merger or consolidation the persons who held one hundred percent (100%) of the voting securities of the Company prior to such reorganization, merger or consolidation receive or continue to hold less than sixty (60%) of the outstanding voting shares of the new or continuing corporation; or (v) If, during any two-year period, less than a majority of the members of the Board of Directors are persons who were either (i) nominated or recommended for election by at least two-thirds vote of the persons who were members of the Board of Directors or Nominating Committee of the Board of Directors at the beginning of the period, or (ii) elected by at least a two-thirds vote of the persons who were members of the Board of Directors at the beginning of the period.

Other. If the Executive's employment hereunder is terminated prior to the occurrence of a Change of Control (1) by the Company other than for Cause or Disability or (2) by the Executive pursuant to his Retirement for Good Reason or Resignation for Good Reason, then the Executive shall be entitled to the benefits provided below:

the Company shall pay the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;

in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to the Executive, not later than the fifteenth day following the Date of Termination, a lump sum severance payment equal to the Executive's full base salary for the then remaining term of this Agreement (without regard to the date of such Notice of Termination) at the rate then in effect, discounted to present value at a discount rate of 7% per annum applied to each future payment from the time it would have become payable;

in lieu of shares of common stock issuable upon exercise of outstanding options ("Options"), if any, or any stock appreciation rights ("SAR"), if any, whether or not such Options or SARs are vested or then exercisable pursuant to their respective terms, granted to the Executive under the Company's stock option or stock appreciation rights plans or otherwise (which Options and SARs shall be canceled upon the making of the payment referred to below), the Executive shall receive, not later than the fifteenth day following the Date of Termination, an amount in cash equal to the product of
(i) the difference (to the extent that such difference is a positive number) obtained by subtracting the per share exercise price of each Option and each SAR held by the Executive, whether or not then fully exercisable, from the closing price of the Common Stock (the "Closing Price") as reported on the New York Stock Exchange on the Date of Termination (or if not traded on the Date of Termination, the closing price on the next preceding business day on which the Common Stock traded), and (ii) the number of shares of Common Stock covered by each such Option or SAR;

for a period of time remaining until the Expiration Date, the Company shall arrange to provide the Executive with and shall pay the cost or premiums when due for life, disability and health-and-accident insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Notice of Termination.

The payments provided for in this Subsection (f), shall be made not later than the fifteenth day following the Date of Termination, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive payable on the fifth day after demand by the Company
(together with interest at the rate provided in Section 1274(b)(2)(B)
of the Code).

Reimbursement of Certain Fees and Expenses The Company shall also pay to the Executive all legal and accounting fees and expenses incurred by the Executive in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder.

Contest of Certain Payments. In the event that it is asserted by any governmental agency, in any tax audit, administrative proceeding or otherwise, that any payments (the "Severance Payments") provided under Section 5(e) are or will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code and/or that a federal income tax deduction for amounts paid as Severance Payments will not be allowed to the Company for any year by reason of Section 28OG of the Code, the Executive may contest or refute such assertion with respect to the Excise Tax in any appropriate forum (the "Executive's Contest") and the Company shall diligently and vigorously contest or refute such assertion with respect to the disallowance of such deduction in all administrative proceedings and in the federal district court or the Tax Court, whichever shall have jurisdiction (the "Company's Contest"). The Executive's Contest and the Company's Contest shall be conducted and presented separately unless the Executive, in his discretion but with the consent of the Company, joins in the Company's Contest. In any event, the Executive shall be entitled to retain attorneys and other experts deemed necessary or appropriate by the Executive to the proper presentation of the Executive's Contest and shall not be compelled by the Company to compromise, settle or otherwise terminate the Executive's Contest without his written consent thereto. The Company and the Executive shall cooperate one with the other and each shall provide to the other copies of all documents relevant to or useful in connection with either the Executive's Contest or the Company's Contest as may reasonably be requested by the other. The Executive shall attend any hearing, deposition or other proceeding at which his attendance in person is material to the Company's Contest. The Company shall cause the appropriate authorized officer or officers of the Company to attend any hearing, deposition or other matter at which the Company's appearance is requested by any party.

Executive's Duty to Mitigate. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 5(a), (b), (c),
(d) and (f) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5(a), (b), (c), (d) and (f) be reduced by any compensation earned by the Executive as the result of employment by another employer, or otherwise. Benefits otherwise receivable by the Executive pursuant to Section 5(f)(iv) above shall be reduced to the extent comparable benefits are actually received by the Executive during the period of time remaining until the Expiration Date from the plan or plans of any subsequent employer or from any program maintained by any governmental body not requiring contribution by the Executive, and any such benefits actually received by the Executive shall be reported to the Company.

Right to Additional Benefits. In addition to all other amounts payable to the Executive under Section 5, the Executive shall be entitled to receive all benefits payable to him under the Company's Pension Plan for Salaried Employees, the Employee Savings Plan, and any other plan, program or arrangement relating to retirement, profit sharing, or other benefits including, without limitation, any employee stock ownership plan or any plan established as a supplement to any of the aforenamed plans. No amount payable to the Executive under Sections 5(e) or 5(f) shall be considered for any benefit calculation under the Company's Pension Plan for Salaried Employees.

Retirement Under Circumstances Not Constituting Retirement For Good Reason. Nothing contained in this Agreement shall be deemed to limit the Executive's ability to retire under the Company's retirement policies and Pension Plan for Salaried Employees under circumstances not constituting Retirement for Good Reason and to receive all benefits payable to him under the Company's Pension Plan for Salaried Employees, the Company's Employee Savings Plan and any other plan, program or arrangement relating to retirement.

Non-Competition. During the term of this Agreement and for one year thereafter, the Executive shall refrain from competing with the Company or any subsidiary of the Company except with the Company's prior written consent. The phrase "refrain from competing with the Company or any subsidiary of the Company" shall mean that the Executive will not engage, directly or indirectly (including, by way of example only, as a principal, partner, venture, employee or agent) nor have any direct or indirect interest in any enterprise (a "Competing Enterprise") which competes with the Company or any subsidiary thereof by engaging in the production, transmission, storage or distribution of natural gas or natural gas liquids or the ownership or operation of a central plant heating system in the Company's distribution area or in substantial and direct competition with any other business operation actively conducted by the Company or its subsidiaries at the date of termination. It is agreed that the foregoing provisions shall not restrict the Executive from either (i) subject to the provisions of Subsection 12(a) hereof, being a director of or having any investments or other interests in an enterprise which is not a competing enterprise or (ii) having any investments in any competing enterprise the stock of which is listed on a national securities exchange or traded publicly over-the-counter so long as such investment does not give the Executive more than one percent (1%) of the voting stock of such company.

Confidentiality. The Executive agrees:

To keep secret all confidential matters of the Company and its subsidiaries and affiliates specifically indicated to be such by the Company or established as such by written Company policy, and not to disclose them to any one outside the Company or its subsidiaries and affiliates, either during or after his employment with the Company, except with the Company's prior written consent or as required by law; and

To deliver promptly to the Company on termination of employment of the Executive by the Company all memoranda, notes, records, reports and other documents (and all copies thereof) with respect to any such confidential matters and other proprietary information (such as customers lists, suppliers lists, etc.) which the Executive may then possess or have under his control.

Arbitration. Any disputes hereunder shall be settled by arbitration in Pittsburgh, Pennsylvania under the auspices of, and in accordance with the rules of, the American Arbitration Association, and the decision in such arbitration shall be final and conclusive on the parties and judgment upon such decision may be entered in any court having jurisdiction thereof.

Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be delivered personally or by registered or certified mail addressed to the party concerned at the following addresses:
If to the Company:

Equitable Resources, Inc.
420 Boulevard of Allies
Pittsburgh, PA 15219

If to the Executive:
Mr. Augustine A. Mazzei, Jr.
119 Trotwood Drive
Monroeville, PA 15146

or to such other address as shall be designated by notice in writing to the other party in accordance herewith. Notices and other communications hereunder shall be deemed effectively given when personally delivered, or, if mailed, 48 hours after deposit in the United States mail.

Miscellaneous.

This Agreement supersedes all prior agreements, arrangements and undertakings, written or oral, relating to the subject matter hereof.

(i) This arrangement shall inure to the benefit of the Executive's heirs, representatives or estate to the extent stated herein.
(ii) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as defined in the preamble to this Agreement and any successor to its business or assets which executes and delivers the agreement provided for in this Section 15 (b) (ii) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce such provisions thereafter. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

In the event any one or more of the covenants, terms or provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, terms and provisions contained herein shall be in no way affected, prejudiced or disturbed thereby.

This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Subsection 15(b) above. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 15(e) the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered.

ATTEST:                        EQUITABLE RESOURCES, INC.

By:________________________    By:_________________________
   Secretary                      Frederick H. Abrew
                                  President and Chief
                                  Executive Officer

WITNESS:

By_________________________ ___________________________ Augustine A. Mazzei, Jr.

EQUITABLE RESOURCES, INC.

Board of Directors
Deferred Compensation Agreement

THIS AGREEMENT, made and executed this 21st day of December, 1990, by and between Equitable Resources, Inc., herein designated as "Equitable", and Barbara B. Sullivan, herein designated as the "Participant."

WITNESSETH:

WHEREAS, the Participant is currently a member of the Board of Directors of Equitable as a Director or an Advisory Director; and

WHEREAS, Equitable and the Participant desire to defer all of the fees arising from the above-stated relationship.

NOW, THEREFORE, the parties hereby agree as follows:

Section 1 - Account

1.1) Effective January 1, 1991, the Participant herein elects to defer, under the terms of this Agreement, all compensation earned for his/her service as a Director or an Advisory Director of Equitable for the calendar year 1991.

1.2) Equitable shall establish a bookkeeping account, hereinafter referred to as the "Account", and shall credit to the Account the amounts of the deferred fees.

1.3) Interest shall be credited to the Account monthly. The rate of interest shall be the same as the yield for 30-day Treasury Bills applicable to the first day of such month.

Section 2 - Payment

2.1) All amounts credited to the Account on the Participant's behalf shall be payable in one lump sum by Equitable to the Participant on _________________ (date selected by the Participant) but in no event later than sixty (60) days after the Participant ceases to be a Director or an Advisory Director of Equitable. Unless a date specific is selected by the Participant, the distribution will be made within sixty (60) days after the Participant ceases to be a Director or an Advisory Director of Equitable; provided, however, that nothing contained in this Section 2.1 shall negate the provisions of Section 2.3 below.

2.2) In the event of the death of the Participant, such payment shall be made to the Participant's beneficiary. For purposes of the Agreement, "beneficiary" means any person(s) or trust(s) or combination of these, last designated by the Participant to receive benefits provided under this Agreement. Such designation shall be in writing filed with the Compensation Committee of the Board of Directors (the "Committee") and shall be revocable at any time through written instrument similarly filed without consent of any beneficiary. In the absence of any designation, the beneficiary shall be the Participant's spouse, if surviving, otherwise, all amounts payable hereunder shall be delivered by Equitable to the executors and administrators of the Participant's estate for administration as a part thereof.

2.3) For financial reasons, the Participant may apply to the Committee for withdrawal from the Agreement prior to the Payment Date. Such early withdrawal shall lie within the absolute discretion of the Committee. Upon approval from the Committee, and within fifteen (15) days thereafter, the Participant will be deemed to have withdrawn from the Agreement and a distribution, in the amount necessary, will be made in a one-time payment. Amounts still payable to the Participant after the application of this Paragraph 2.3 shall be distributed pursuant to the foregoing Paragraphs of this Section 2.

Section 3 - Miscellaneous Provisions

3.1) Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between Equitable and the Participant, his/her designated beneficiary or any other person. Any fees deferred under the provisions of this Agreement shall continue for all purposes to be a part of the general funds of Equitable. To the extent that any person acquires a right to receive payment from Equitable under this Agreement, such right shall be no greater than the right of any unsecured general creditor of Equitable.

3.2) The right of the Participant or any other person to the payment of deferred fees under this Agreement shall not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution.

3.3) If the Committee shall find that any person to whom any payment is payable under this Agreement is unable to care for his/her affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, child, a parent, or a brother or sister, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge of the liabilities of Equitable under this Agreement.

3.4) Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the service of Equitable as a member of the Board of Directors.

3.5) This Agreement shall be binding upon and inure to the benefit of Equitable, its successors and assigns and the Participant and his/her heirs, executors, administrators and legal representatives.

3.6) Equitable may terminate this Plan at any time. Upon such termination, the Committee shall dispose of any benefits of the Participant as provided in Section 2.

Equitable may also amend the provisions of this Plan at any time; provided, however, that no amendment shall affect the rights of the Participant, or his/her beneficiaries, to the receipt of payment of benefits to the extent of any compensation deferred before the time of the amendment.

This Agreement shall terminate when the payment due under this Agreement is made.

3.7) This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.

Section 4 - Committee

4.1) The Committee's interpretation and construction of the Agreement, and the actions thereunder, including the amount or recipient of the payment to be made therefrom, shall be binding and conclusive on all persons for all purposes. The Committee members shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Agreement unless attributable to his/her own willful misconduct or lack of good faith.

IN WITNESS WHEREOF, Equitable has caused this Agreement to be executed by its duly authorized officers and the Participant has hereunto set his/her hand as of the date first above written.

ATTEST:                   EQUITABLE RESOURCES, INC.








s/ Audrey C. Moeller              s/ Frederick H. Abrew
   Vice President and                President and
   Corporate Secretary               Chief Executive Officer

WITNESS: (Participant)

s/ Janice A. Haas                 s/ Barbara B.Sullivan

EQUITABLE RESOURCES, INC.

Board of Directors
Deferred Compensation Agreement

THIS AGREEMENT, made and executed this 15th day of December, 1995, by and between Equitable Resources, Inc., herein designated as "Equitable", and Barbara B. Sullivan, herein designated as the "Participant."

WITNESSETH:

WHEREAS, the Participant is currently a member of the Board of Directors of Equitable as a Director or an Advisory Director; and

WHEREAS, Equitable and the Participant desire to defer all of the fees arising from the above-stated relationship.

NOW, THEREFORE, the parties hereby agree as follows:

Section 1 - Account

1.1) Effective January 1, 1996, the Participant herein elects to defer, under the terms of this Agreement, all compensation earned for his/her service as a Director or an Advisory Director of Equitable for the calendar year 1996.

1.2) Equitable shall establish a bookkeeping account, hereinafter referred to as the "Account", and shall credit to the Account the amounts of the deferred fees.

1.3) Interest shall be credited to the Account monthly. The rate of interest shall be the same as the yield for 30-day Treasury Bills applicable to the first day of such month.

Section 2 - Payment

2.1) All amounts credited to the Account on the Participant's behalf shall be payable in one lump sum by Equitable to the Participant on January 1, 1997 (date selected by the Participant) but in no event later than sixty (60) days after the Participant ceases to be a Director or an Advisory Director of Equitable. Unless a date specific is selected by the Participant, the distribution will be made within sixty (60) days after the Participant ceases to be a Director or an Advisory Director of Equitable; provided, however, that nothing contained in this Section 2.1 shall negate the provisions of Section 2.3 below.

2.2) In the event of the death of the Participant, such payment shall be made to the Participant's beneficiary. For purposes of the Agreement, "beneficiary" means any person(s) or trust(s) or combination of these, last designated by the Participant to receive benefits provided under this Agreement. Such designation shall be in writing filed with the Compensation Committee of the Board of Directors (the "Committee") and shall be revocable at any time through written instrument similarly filed without consent of any beneficiary. In the absence of any designation, the beneficiary shall be the Participant's spouse, if surviving, otherwise, all amounts payable hereunder shall be delivered by Equitable to the executors and administrators of the Participant's estate for administration as a part thereof.

2.3) For financial reasons, the Participant may apply to the Committee for withdrawal from the Agreement prior to the Payment Date. Such early withdrawal shall lie within the absolute discretion of the Committee. Upon approval from the Committee, and within fifteen (15) days thereafter, the Participant will be deemed to have withdrawn from the Agreement and a distribution, in the amount necessary, will be made in a one-time payment. Amounts still payable to the Participant after the application of this Paragraph 2.3 shall be distributed pursuant to the foregoing Paragraphs of this Section 2.

Section 3 - Miscellaneous Provisions

3.1) Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between Equitable and the Participant, his/her designated beneficiary or any other person. Any fees deferred under the provisions of this Agreement shall continue for all purposes to be a part of the general funds of Equitable. To the extent that any person acquires a right to receive payment from Equitable under this Agreement, such right shall be no greater than the right of any unsecured general creditor of Equitable.

3.2) The right of the Participant or any other person to the payment of deferred fees under this Agreement shall not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution.

3.3) If the Committee shall find that any person to whom any payment is payable under this Agreement is unable to care for his/her affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, child, a parent, or a brother or sister, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge of the liabilities of Equitable under this Agreement.

3.4) Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the service of Equitable as a member of the Board of Directors.

3.5) This Agreement shall be binding upon and inure to the benefit of Equitable, its successors and assigns and the Participant and his/her heirs, executors, administrators and legal representatives.

3.6) Equitable may terminate this Plan at any time. Upon such termination, the Committee shall dispose of any benefits of the Participant as provided in Section 2.

Equitable may also amend the provisions of this Plan at any time; provided, however, that no amendment shall affect the rights of the Participant, or his/her beneficiaries, to the receipt of payment of benefits to the extent of any compensation deferred before the time of the amendment.

This Agreement shall terminate when the payment due under this Agreement is made.

3.7) This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.

Section 4 - Committee

4.1) The Committee's interpretation and construction of the Agreement, and the actions thereunder, including the amount or recipient of the payment to be made therefrom, shall be binding and conclusive on all persons for all purposes. The Committee members shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Agreement unless attributable to his/her own willful misconduct or lack of good faith.

IN WITNESS WHEREOF, Equitable has caused this Agreement to be executed by its duly authorized officers and the Participant has hereunto set his/her hand as of the date first above written.

ATTEST:                                EQUITABLE RESOURCES, INC.








s/ Audrey C. Moeller                   s/ Frederick H. Abrew
   Vice President and                     President and
    Corporate Secretary                   Chief Executive Officer

WITNESS: (Participant)

s/ Janice A. Haas                      s/ Barbara B.Sullivan

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EQUITABLE RESOURCES, INC.

Effective Date: January 1, 1989

As Amended and Restated

Through October 20, 1995

I. EFFECTIVE DATE OF PLAN

1.1. EFFECTIVE DATE. The effective date of the Plan is January 1, 1989.

II. DEFINITIONS

2.1 AFFILIATED COMPANY: Any company which is wholly- owned or less than wholly-owned but is controlled by the Company, and any other organization so designated by the Company.

2.2 BENEFICIARY: The spouse or other beneficiary entitled to a benefit under the applicable Qualified Plan in the event of the death of a participant in such Qualified Plan.

2.3 COMPANY: Equitable Resources, Inc., or any corporation which succeeds to the position of Equitable Resources, Inc.

2.4 INTERNAL REVENUE CODE: The Internal Revenue Code, as amended, or as it may be amended from time to time, and any regulations issued thereunder.

2.5 PARTICIPANT: All salaried employees of the Company or Affiliated Company who participate in a Qualified Plan, who are deemed part of a select group of management or highly compensated employees, and who are chosen to participate in the Plan by the Compensation Committee of the Company's Board of Directors. A Participant may be also referred to as "a Member" herein.

2.6 PLAN: The Equitable Resources, Inc. Supplemental Executive Retirement Plan as set forth herein, and as may be hereafter amended.

2.7 QUALIFIED PLAN: Any defined benefit pension plan of the Company or an Affiliated Company which is qualified under Section 401 of the Internal Revenue Code.

2.8 Capitalized terms not defined herein shall have the meaning given to such terms in the Retirement Plan for Non-Union Employees of Equitable Resources, Inc., Equitable Resources Energy Company, Equitrans, Inc. and Equitable Resources Marketing Company, as amended and restated.

III. PLAN BENEFIT

3.1 The monthly benefit payable to any individual Participant shall be an amount equal to the sum of (a) [reduced by (b) and (c)] follows:

(a) The amount of retirement benefit that would have been payable to the Participant under any Qualified Plan in which he participates if that Qualified Plan

(1) had provided a retirement benefit without regard to any applicable maximum benefit limitations under
Section 415 of the Internal Revenue Code or any limitation as to the maximum amount of annual compensation which may be taken into account under
Section 401(a)(17) of the Internal Revenue Code or any limitation on the maximum number of years of a Participant's service for which an unrestricted amount of benefit accruals may be taken into account under
Section 401(1) of the Internal Revenue Code; and

(2) had included payments made under the Company's Short-Term Incentive Compensation Plan in its definition of Compensation.

reduced by

(b) The amount of retirement benefit payable to the Participant under any Qualified Plan in which he participates taking into account any applicable maximum benefit limitations under Sections 415, 401(a)(17) and 401(1) of the Internal Revenue Code; and

(c) The amount of retirement benefit payable to the Participant under the Company's Supplemental Pension Plan.

3.2 The Company's Employee Pension Committee (the "Committee") may, in its sole discretion, award any Participant additional service under this Plan for periods of employment with prior employers, and any such additional service shall be counted under this Plan toward benefits otherwise payable under any Qualified Plan for both vesting and benefit accrual purposes. In determining whether or not to award additional service credit for periods of prior employment, the Committee shall consider the individual facts and circumstances and shall have no duty to arrive at the same or similar determination based on the Committee's action in a prior or subsequent case.

IV. FORM OF PAYMENT OF BENEFITS

4.1 NORMAL FORM: The normal form of retirement benefit shall be a single life annuity, payable monthly, for the life of the Member. If a Member dies prior to the receipt of the full actuarial value of such annuity determined at the time of retirement, the remaining value of the annuity shall be paid in a lump sum to the Member's beneficiary or to the Member's estate if the beneficiary should predecease the Member.

4.2 QUALIFIED JOINT AND SURVIVOR ANNUITY: If a Member is married on the later of his applicable Retirement Date or the date his retirement benefit payments commence under the Plan, his retirement benefit payment shall be in the form of a Qualified Joint and Survivor Annuity which is the Actuarial Equivalent of the normal form of retirement benefit payment. A Member who would receive the Qualified Joint Survivor Annuity as provided herein may elect to receive his retirement benefit in the normal form or in one of the following survivorship optional forms and any such election shall be an affirmative election not to receive his benefit in the Qualified Joint and Survivor Annuity form; provided, however, that any such election shall be made prior to the commencement of a Member's services with the Company for which benefits are to be provided under this Plan; and provided that any such election (other than an election to make the spouse a Joint Annuitant pursuant to Section 4.3 to receive a monthly benefit after the death of the Member equal to 75% or 100% of the pension paid to the Member) made after December 31, 1984 shall be effective only if the Member obtains his spouse's consent thereto. If both the Member and his Beneficiary die prior to their joint receipt of the full actuarial value of such annuity determined at the time of retirement, the remaining value of the annuity shall be paid to the Member's estate.

4.3 SURVIVORSHIP OPTIONS: A Member may elect in the manner hereinafter provided to have the value of his retirement benefit payment apply to the payment of a reduced pension to him during his life, and after his death to his designated surviving Joint Annuitant in an amount equal to 100% of, or 75% of, or 50% of, or 25% of such reduced pension. The reduced pensions to be paid to the Member and to the surviving Joint Annuitant shall be determined on the basis of actuarial values selected by the Committee according to the ages of the Member and of the Member's designated Joint Annuitant at the time the Member retires. If both the Member and his Beneficiary die prior to their joint receipt of the full actuarial value of such annuity determined at the time of retirement, the remaining value of the annuity shall be paid to the Member's estate.

In order for an effective election of an optional form of benefit to be made hereunder, the following requirements must be met. The present value of benefit payments to be made to the Member determined as of the date benefit payments will commence must exceed fifty percent (50%) of the present value of all payments to be made under the option, except where the designated Joint Annuitant is the Member's spouse. The Member must furnish all information requested by the Committee at the times and in the form and manner required by it, including specific designation of the percentage of the benefit payable to the Member under the option which is to be paid to the Joint Annuitant. A Member may designate only one Joint Annuitant with respect to his election of an option. Any election shall be made prior to the commencement of a Member's services with the Company for which benefits are to be provided under this Plan.

4.4 PRE-RETIREMENT SPOUSE'S BENEFIT:

(c) AMOUNT: The amount of the Survivor's Benefit payable in the form of a life annuity to the surviving Qualified Spouse of Members satisfying (b) shall equal (1) or (2) whichever applies:

(1) DEATH ON OR AFTER AGE FIFTY-FIVE OR COMPLETION OF TWENTY-FIVE YEARS OF SERVICE: An amount computed in accordance with Section 4.4(a) without regard to whether the Member dies while actively employed by the Company.

(2) DEATH BEFORE AGE FIFTY-FIVE OR COMPLETION OF TWENTY-FIVE YEARS OF SERVICE: An amount equal to the survivor's portion of the Qualified Joint and Survivor Annuity which the Member would have received computed as if he had terminated employment with the Company on the date of his death with a Deferred Vested Benefit, survived to age Fifty-Five (55) and made an election under a Qualified Plan for immediate commencement of benefit payments subject to the reduction, if any, provided in such Qualified Plan for early commencement of benefit payments, commenced receipt of his Deferred Vested Benefit in the form of said Qualified Joint and Survivor Annuity on the first day of the next month and then died the next day.

4.5 COMMENCEMENT AND TERMINATION OF BENEFIT: Retirement benefits shall commence on the Member's Retirement Date. The Survivor Annuity payable to a spouse and the Survivor Annuity payable to the Member's designated Joint Annuitant shall commence on the first day of the month next succeeding the month in which the Member's death occurs. The pre-retirement spouse's benefit payable under Section 4.4 above shall commence on the first day of the month next succeeding the month in which the Member would have attained age fifty-five (55) or the month which he died, whichever is the later to occur. All benefit payments shall cease with payment due immediately preceding the date of death of the last person entitled to benefits under the form of benefit payment being made. Notwithstanding the foregoing, in the event no effective election of a date for commencement of benefits is made by a Member, the payment of benefits hereunder shall commence within thirty (30)days after the close of the Plan Year in which occurs the latest of:

(a) attainment of the Member's Normal Retirement Date or if the Member is not an employee his sixty-fifth (65) birthday;

(b) the Member's termination of employment with the Company; provided, however, the retirement benefit payments under the Plan shall commence no later than April 1 of the calendar year following the calendar year in which the Member retires.

At the first day of the month succeeding the month in which such Member's sixty-fifth (65) birthday occurred, in the event the whereabouts of a Member whose only entitlement is to a Deferred Vested Benefit are not known, a reasonable effort will be made by the Committee to locate such Member. In the event the Member cannot be located, the Member's benefit payments shall be held by the Plan until the earlier of the time the whereabouts of the Member are made known to the Committee by the Member or his lawful agent or seven (7) years subsequent to his Normal Retirement Date, after which such Member shall be presumed dead and any other benefit which becomes payable by reason of such death under the rules of the Plan relating to form of benefit payment shall be paid thereafter.

4.6 PAYMENTS IN THE EVENT OF INCAPACITY: In the EVENT it is determined that a Member, retired Member or other person entitled to benefits under the Plan, in the judgement of the Committee, is unable to care for his affairs because of illness, accident, or incapacity (either mental or physical), or for any other reason, the Committee shall cause any payment of a benefit or refund of contributions to be paid in the form of a life annuity, payable monthly to a duly appointed guardian, committee, or other legal representative of such person, or, if there is no such legal representative, to his spouse or child or such other object of natural bounty as the Committee may determined, or to such person, persons or institutions as, in the judgement of the Committee, are then maintaining or have custody of such Member, retired Member or other person entitled to benefits.

4.8 SPECIAL RULE FOR SMALL PAYMENTS: If a benefit otherwise payable under this Plan is ten dollars ($10.00) or less per month, it shall be paid annually in a lump sum equal to its commuted value.

Where the present value of any benefit otherwise payable under the Plan, including without limiting the foregoing, any pre-retirement surviving spouse's benefit, does not exceed $3,500 (and payment of the benefit has not commenced) the Committee shall direct the Trustee to distribute the entire present value in one lump sum payment.

As used herein, "present value" shall mean the value of a benefit determined as of the date of distribution utilizing an interest rate not greater than the interest rate which would be used (as of the date of the distribution) by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on Plan termination.

4.9 A Participant may request at any time to be granted his entire benefit under this Plan in a lump sum form (whether or not he has commenced receiving an annuity under the Plan). An election of a lump sum payment of benefits hereunder must be approved by the Compensation Committee of the Board of Directors at its sole discretion. However, if the Internal Revenue Service determines at any time that a Participant has constructively received, for any reason and under any rationale, the total value of his benefit payable under this Plan, the Participant shall have an absolute right to elect to receive his benefit in a lump sum form without any action required by the Compensation Committee of the Board of Directors.

V. DEATH BENEFITS

5.1 The monthly death benefit payable to the Beneficiary of a Participant, if any, shall be determined in accordance with
Section 3.1 above assuming that the term "Beneficiary" has been substituted for the term "Participant" each place it appears.

5.2 Any death benefit payable to the Beneficiary of a Participant under Section 5.1 shall be paid to the Beneficiary in the form of a monthly annuity for the life of the Beneficiary.

VI. COST OF THE PLAN

6.1 The entire cost of benefits and administrative expenses for this Plan shall be paid for by the Company as incurred. No contributions by Participants will be permitted or required.

VII. ADMINISTRATION

7.1 This Plan shall be administered by the Administrator appointed under the Qualified Plan. In addition, the terms of the Qualified Plan shall govern in situations not specifically provided for herein, but only to the extent such terms are not inconsistent with the provisions and intent of this Plan.

VIII.GENERAL PROVISIONS

8.1 This Plan is intended to be a plan maintained by the Company for the purpose of providing deferred compensation to a select group of management or highly compensated employees.

8.2 This Plan is purely voluntary on the part of the Company. The Company expects and intends to continue the Plan indefinitely, but necessarily reserves the right to amend, alter, suspend or terminate the Plan in whole or in part, at any time.

8.3 All rights of a Participant or a Beneficiary under this Plan shall be mere unsecured creditors' rights against the Company, with no rights to the assets of the Company (or any trust in which assets are held for purposes of this Plan) superior to that of any other general unsecured creditor.

8.4 Participant's rights payable under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance. Such rights may not be subject to the debts, contracts, liabilities, engagements or torts of the Participants or the Participant's beneficiaries.

eg\benefits\serp

December 15, 1995

Mr. Donald I. Moritz
Chairman of the Executive Committee
Equitable Resources, Inc.
420 Boulevard of the Allies
Pittsburgh, PA 15219

Dear Mr. Moritz:

This is to advise you that on December 14, 1995, the Compensation Committee of the Board of Directors of the Company adopted a resolution authorizing the payment of $60,000 to you for consulting services for the period January 1, 1996 through June 30, 1996, such payment to be made in the amount of $10,000 monthly. The Agreement for Consulting Services dated December 31, 1994, between you and Equitable Resources, inc., is therefore amended by adoption of the resolution and said Agreement will terminate as of June 30, 1996.

Please indicate your acceptance of this amendment by signing below.

Very truly yours,

EQUITABLE RESOURCES, INC.

APPROVED AND ACCEPTED

The Company has executed Change-in-Control Agreements with the following executive officers of the Company: A. Mark Abramovic, John C. Gongas, Jr., Dan C. Eaton, Audrey C. Moeller, Gregory R. Spencer and Jeffrey C. Swoveland. Mr. Abramovic's and Mr. Gongas' Agreements provide for 24 months of severance benefits while all other contracts provide for 18 months of severance benefits.

CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT (the "Agreement") dated as of the ___ day of January, 1996 (the "Effective Date") by and between EQUITABLE RESOURCES, INC., a Pennsylvania corporation with its principal place of business at Pittsburgh, Pennsylvania (the "Company"), and____________________________, an individual (the "Employee");
WHEREAS, the Board of Directors of the Company (the "Board"), has determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Employee's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Employee with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Employee will be satisfied and which are competitive with those of other corporations in the industry in which the Company's principal business activity is conducted. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Term. The term of this Agreement shall commence on the Effective Date hereof and expire on the earlier of (i) the date of the Employee's retirement in accordance with the provisions of the Company's retirement policy as set forth in the Company Management Manual; or (ii) unless further extended as hereinafter set forth, the date which is thirty-six (36) months after the Effective Date. Commencing on the last day of the first full calendar month after the Effective Date and on the last day of each succeeding calendar month, the term of this Agreement shall be automatically extended without further action by either party (but not beyond the date of Employee's retirement in accordance with the provisions of the Company's retirement policy) for one (1) additional month unless one party provides written notice to the other party that such party does not wish to extend the term of this Agreement. In the event that such notice shall have been delivered, the term of this Agreement shall no longer be subject to automatic extension and the term hereof shall expire on the date which is thirty-six (36) calendar months after the last day of the month in which such written notice is received. Notwithstanding the foregoing, the Employee shall serve in said office(s) at the pleasure of the Board, and the Employee may be removed from said office(s) at any time with or without Cause (as hereinafter defined); provided, that such removal shall be without prejudice to any rights the Employee may have to Salary and Benefits Continuation (as hereinafter defined) hereunder.

2. Change of Control. Change of Control shall mean any of the following events (each of such events being herein referred to as a "Change of Control"):

(a) The sale or other disposition by the Company of all or substantially all of its assets to a single purchaser or to a group of purchasers, other than to a corporation with respect to which, following such sale or disposition, more than eighty percent (80%) of, respectively, the then outstanding shares of Company common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of the Board of Directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and the combined voting power of the then outstanding voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Company common stock and voting power immediately prior to such sale or disposition;
(b) The acquisition in one or more transactions by any person or group, directly or indirectly, of beneficial ownership of twenty percent (20%) or more of the outstanding shares of Company common stock or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the Board of Directors; provided, however, that any acquisition by
(x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (y) any person that is eligible, pursuant to Rule 13d-1(b) under the Exchange Act (as such rule is in effect as of November 1, 1995), to file a statement on Schedule 13G with respect to its beneficial ownership of Company common stock and other voting securities whether or not such person shall have filed a statement on Schedule 13G, unless such person shall have filed a statement on Schedule 13D with respect to beneficial ownership of fifteen percent (15%) or more of the Company's voting securities, shall not constitute a Change of Control;
(c) The Company's termination of its business and liquidation of its assets;
(d) The reorganization, merger or consolidation of the Company into or with another person or entity, by which reorganization, merger or consolidation the persons who held one hundred percent (100%) of the voting securities of the Company prior to such reorganization, merger or consolidation receive or continue to hold less than sixty percent (60%) of the outstanding voting shares of the new or continuing corporation; or
(e) If, during any two-year period, less than a majority of the members of the Board of Directors are persons who were either (i) nominated or recommended for election by at least two-thirds vote of the persons who were members of the Board of Directors or Nominating Committee of the Board of Directors at the beginning of the period, or (ii) elected by at least a two-thirds vote of the persons who were members of the Board of Directors at the beginning of the period.

3. Salary and Benefits Continuation. "Salary and Benefits Continuation" shall be defined to mean the following: (i) payment of sum equal to Employee's base salary for a twenty-four (24) month period; (ii) payment of an amount of cash equal to two (2) times the average incentive earned over the prior three year period; (iii) immediate vesting of all previously unvested cash awards and stock incentives; (iv) immediate delivery of Company stock or payment of an amount of cash equal to two (2) times the value of the average grants received by Employee over the preceding five (5) years under the applicable Company long term incentive plans; (v) provision to Employee and his eligible dependents of medical, disability, dental and life insurance coverage (to the extent such coverage was in effect immediately prior to the Change of Control) for twenty-four (24) months; (vi) immediate granting to Employee of twenty-four
(24) months of service and age credit for determining benefit amounts and any early retirement reductions with respect to all applicable Company retirement benefit plans; in addition, no early retirement reductions will be imposed on the retirement benefits if age at termination equals or exceeds 55; (vii) reimbursement to Employee of reasonable costs incurred by Employee for outplacement services in the twenty-four (24) month period following termination of Employee's employment in connection with a Change of Control.

All amounts payable by the Company to the Employee in cash pursuant to Section 3(i), (ii), (iii) and (iv) shall be made in a lump sum unless the Employee otherwise elects and notifies the Company in writing prior to the termination of his employment of his desire to have all payments made in accordance with the Company's regular salary and benefit payment practices, provided that the lump sum payment or first payment is made within thirty (30) days after the Employee's termination hereunder. All other amounts payable by the Company to the Employee pursuant to Section 3 shall be paid or provided in accordance with the Company's standard payroll and reimbursement procedures, as in effect immediately prior to the Change of Control. In the event that medical, disability, dental and life insurance benefits cannot be provided under appropriate Company group insurance policies, an amount equal to the premium necessary for the Employee to purchase directly the same level of coverage in effect immediately prior to the Change of Control shall be added to the Company's salary payments to Employee.
If there is a Change of Control as defined above, the Company will provide Salary and Benefits Continuation if at any time during the first twenty-four (24) months following the consummation of a Change of Control, either (i) the Company terminates the Employee's employment other than for Cause as defined in Section 4 below or (ii) the Employee terminates his/her employment for "Good Reason."
For purposes of this Agreement, "Good Reason" is defined as:
(a) Removal of the Employee from the position he held immediately prior to the Change of Control (by reason other than death, disability or Cause), or any other material breach by the Company of its obligations contained in this Agreement;
(b) The assignment to the Employee of any duties inconsistent with those performed by the Employee immediately prior to the Change of Control or a substantial alteration in the nature or status of the Employee's responsibilities which renders the Employee's position to be of less dignity, responsibility or scope;
(c) A reduction by the Company in the Employee's annual base salary as in effect on the date hereof or as the same may be increased from time to time, except for proportional across-the-board salary reductions similarly affecting all executives of the Company and all executives of any person in control of the Company, provided, however, that in no event shall the Employee's annual base salary be reduced by an amount equal to ten percent or more of the Employee's annual base salary as of the end of the calendar year immediately preceding the year in which the Change of Control occurs, without the Employee's consent;
(d) The failure to grant the Employee an annual salary increase reasonably necessary to maintain such salary as reasonably comparable to salaries of senior executives holding positions equivalent to the Employee's in the industry in which the Company's then principal business activity is conducted;
(e) The Company requiring the Employee to be based anywhere other than the Company's principal executive offices in the city in which the Employee is principally located immediately prior to the Change of Control, except for required travel on the Company's business to an extent substantially consistent with the Employee's present business travel obligations;
(f) Any material reduction by the Company of the benefits enjoyed by the Employee under any of the Company's pension, retirement, profit sharing, savings, life insurance, medical, health and accident, disability or other employee benefit plans, programs or arrangements, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Employee of any material fringe benefits, or the failure by the Company to provide the Employee with the number of paid vacation days to which he is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy, provided that this paragraph (f) shall not apply to any proportional across-the-board reduction or action similarly affecting all executives of the Company and all executives of any person in control of the Company; or
(g) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 14 hereof. The Employee's right to Salary and Benefits Continuation shall accrue upon the occurrence of either of the events specified in (i) or (ii) of the preceding sentence and shall continue as provided, notwithstanding the subsequent expiration of this Agreement pursuant to Section 1 hereof. The Employee's subsequent employment, death or disability within the twenty-four (24) month period following the Employee's termination of employment in connection with a Change of Control shall not affect the Company's obligation to continue making Salary and Benefits Continuation payments. The Employee shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking employment or otherwise. The rights to Salary and Benefits Continuation shall be in addition to whatever other benefits the Employee may be entitled to under any other agreement or compensation plan, program or arrangement of the Company. The Company shall be authorized to withhold from any payment to the Employee, his estate or his beneficiaries hereunder all such amounts, if any, that the Company may reasonably determine it is required to withhold pursuant to any applicable law or regulation.

4. Termination of Employee for Cause. Upon or following a Change of Control, the Company may at any time terminate the Employee's employment for Cause. Termination of employment by the Company for "Cause" shall mean termination upon:

(i) the willful and continued failure by the Employee to substantially perform his duties with the Company (other than (A) any such failure resulting from Employee's disability or (B) any such actual or anticipated failure resulting from Employee's termination of his/her employment for Good Reason), after a written demand for substantial performance is delivered to the Employee by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Employee has not substantially performed his duties, and which failure has not been cured within thirty days (30) after such written demand; or
(ii) the willful and continued engaging by the Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, or
(iii) the breach by the Employee of the Confidentiality provision set forth in Section 8 hereof. For purposes of this Section 4, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for that purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with his counsel, to be heard before the Board of Directors) finding that in the good faith opinion of the Board of Directors the Employee is guilty of the conduct set forth above in clauses (i), (ii) or (iii) of this Section 4 and specifying the particulars thereof in detail.

5. Prior Termination. Anything in this Agreement to the contrary notwithstanding, if the Employee's employment with the Company is terminated prior to the date on which a Change of Control occurs either (i) by the Company other than for Cause or (ii) by the Employee for Good Reason, and it is reasonably demonstrated by Employee that such termination of employment (a) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, or (b) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the termination shall be deemed to have occurred upon a Change of Control and the Employee will be entitled to Salary and Benefits Continuation as provided for in Section 3 hereof.

6. Employment at Will. This Agreement contains the entire understanding of the Company and the Employee with respect to the subject matter hereof and, subject to the provisions of any other agreement between the Employee and the Company, the Employee shall remain an employee at will and nothing herein shall confer upon the Employee any right to continued employment and shall not affect the right of the Company to terminate the Employee for any reason not prohibited by law; provided, however, that any such removal shall be without prejudice to any rights the Employee may have to Salary and Benefits Continuation hereunder.

7. Construction of Agreement.

Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.
Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement.

8. Covenant as to Confidential Information.

(a) Confidentiality of Information and Nondisclosure. The Employee acknowledges and agrees that his employment by the Company under this Agreement necessarily involves his knowledge of and access to confidential and proprietary information pertaining to the business of the Company and its subsidiaries. Accordingly, the Employee agrees that at all times during the term of this Agreement and for a period of two (2) years after the termination of the Employee's employment hereunder, he will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over the Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself, any person, corporation or other entity other than the Company, (i) any information concerning any financial matters, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and its subsidiaries, (ii) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company or its subsidiaries, or (iii) any other information related to the Company or its subsidiaries or which the Employee should reasonably believe will be damaging to the Company or its subsidiaries which has not been published and is not generally known outside of the Company. The Employee acknowledges that all of the foregoing, constitutes confidential and proprietary information, which is the exclusive property of the Company.
(b) Company Remedies. The Employee acknowledges and agrees that any breach of this Agreement by him will result in immediate and irreparable harm to the Company, and that the Company cannot be reasonably or adequately compensated by damages in an action at law. In the event of an actual or threatened breach by the Employee of the provisions of this Section 8, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee or his dependents any compensation or benefit being, or to be, paid or provided to him pursuant to Section 3 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

9. Reimbursement of Fees. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur as a result of any contest by the Company, Internal Revenue Service or others regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Employee about the amount of any payment pursuant to Section 3 of this Agreement) or in connection with any dispute arising from this Agreement, regardless of whether Employee prevails in any such contest or dispute.

10. Certain Reductions of Payments by the Company. Notwithstanding anything herein to the contrary, if the aggregate of the amounts due the Employee under this Agreement and any other plan or program of the Company constitutes a "Parachute Payment," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended, then the payments to be made to the Employee under this Agreement which are contingent on a Change of Control shall be reduced to an amount which, when added to the aggregate of all other payments to be made to the Employee which are contingent on a Change of Control, as a result of the termination of his employment, will make the total amount of such payment equal to 2.99 times his Base Amount. The determinations to be made with respect to this paragraph shall be made by an independent auditor (the "Auditor") jointly selected by the Employee and the Company and paid by the Company. In the event the payments to be made to the Employee are required to be reduced pursuant to the limitations in this Section 10, the Company shall allow the Employee to select which payment or benefits Employee wants the Company to reduce in order that the total amount of such payment is equal to 2.99 times such Employee's Base Amount. The Auditor shall be a nationally recognized United States public accounting firm that has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its subsidiaries.

11. Resolution of Differences Over Breaches of Agreement. Except as otherwise provided herein, in the event of any controversy, dispute or claim arising out of, or relating to this Agreement, or the breach thereof, or arising out of any other matter relating to the Employee's employment with the Company or the termination of such employment, the parties may seek recourse only for temporary or preliminary injunctive relief to the courts having jurisdiction thereof and if any relief other than injunctive relief is sought, the Company and the Employee agree that such underlying controversy, dispute or claim shall be settled by arbitration conducted in Pittsburgh, Pennsylvania in accordance with this Section 11 of this Agreement and the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The matter shall be heard and decided, and awards rendered by a panel of three (3) arbitrators (the "Arbitration Panel"). The Company and the Employee shall each select one arbitrator from the AAA National Panel of Commercial Arbitrators (the "Commercial Panel") and AAA shall select a third arbitrator from the Commercial Panel. The award rendered by the Arbitration Panel shall be final and binding as between the parties hereto and their heirs, executors, administrators, successors and assigns, and judgment on the award may be entered by any court having jurisdiction thereof.

12. Release. The Employee hereby acknowledges and agrees that prior to the occurrence of the Employee's or his dependents' right to receive from the Company or any of its representatives or agents any compensation or benefit to be paid or provided to him or his dependents pursuant to Section 3 of this Agreement, the Employee may be required by the Company, in its sole discretion, to execute a release in a form reasonably acceptable to the Company, which releases any and all claims (other than amounts to be paid to Employee as expressly provided for under this Agreement) the Employee has or may have against the Company or its subsidiaries, agents, officers, directors, successors or assigns with respect to matters relating to his employment and termination of employment.

13. Waiver. The waiver by a party hereto of any breach by the other party hereto of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by a party hereto.

14. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. The Company shall be obligated to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company's business or assets, by a written agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. This Agreement shall inure to the extent provided hereunder to the benefit of and be enforceable by the Employee or his legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. The Employee may not delegate any of his duties, responsibilities, obligations or positions hereunder to any person and any such purported delegation by him shall be void and of no force and effect with respect to matters relating to his employment and termination of employment. Without limiting the foregoing, the Employee's rights to receive payments and benefits hereunder shall not be assignable or transferable, other than a transfer by Employee's will or by the laws of descent and distribution.

15. Notices. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing, and if personally delivered or when sent by first class certified or registered mail, postage prepaid, return receipt requested -- in the case of the Employee, to his residence address as set forth below, and in the case of the Company, to the address of its principal place of business as set forth below, in care of the Chairman of the Board -- or to such other person or at such other address with respect to each party as such party shall notify the other in writing.

16. Pronouns. Pronouns stated in either the masculine, feminine or neuter gender shall include the masculine, feminine and neuter.

17. Entire Agreement. This Agreement contains the entire agreement of the parties concerning the matters set forth herein and all promises, representations, understandings, arrangements and prior agreements on such subject are merged herein and superseded hereby. The provisions of this Agreement may not be amended, modified, repealed, waived, extended or discharged except by an agreement in writing signed by the party against whom enforcement of any amendment, modification, repeal, waiver, extension or discharge is sought. No person acting other than pursuant to a resolution of the Board of Directors shall have authority on behalf of the Company to agree to amend, modify, repeal, waive, extend or discharge any provision of this Agreement or anything in reference thereto or to exercise any of the Company's rights to terminate or to fail to extend this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and the Employee has hereunto set his hand, all as of the day and year first above written.

ATTEST:                             EQUITABLE RESOURCES, INC.

_________________________           _________________________________
                                    By:
                                          Frederick H. Abrew
                                          President and
                                          Chief Executive Officer

__________________________          __________________________________

                                    Address:  ________________________

                                              ________________________