0001104659-06-011976 Sample Contracts

NONCOMPETE AGREEMENT
Noncompete Agreement • February 24th, 2006 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

This Agreement is made as of December 1, 1999 by and between Equitable Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc, and its majority-owned subsidiaries are hereinafter collectively referred to as the “Company”), and Randall L. Crawford (the “Employee”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 24th, 2006 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

THIS AGREEMENT (the “Agreement”) dated as of the 23rd day of October 2000 (the “Effective Date”) by and between EQUITABLE RESOURCES, INC., a Pennsylvania corporation with its principal place of business at Pittsburgh, Pennsylvania (the “Company”), and Charlene J. Gambino, an individual (the “Employee”);

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 24th, 2006 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

THIS AGREEMENT (the “Agreement”) dated as of the 6th day of November, 2004 (the “Effective Date”) is made by and between EQUITABLE RESOURCES, INC., a Pennsylvania corporation with its principal place of business at Pittsburgh, Pennsylvania (the “Company”), and DIANE L. PRIER, an individual (the “Employee”);

FIRST AMENDMENT TO CREDIT AGREEMENT (Commitment Increase, Extension of Maturity Date, and Amendment To Credit Agreement)
Credit Agreement • February 24th, 2006 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into effective as of December 14, 2005 (the “Increase and Amendment Effective Date”), among EQUITABLE RESOURCES, INC., a Pennsylvania corporation, as borrower (the “Borrower”), the financial institutions parties to the Credit Agreement hereinafter referenced (collectively, the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), a letter of credit issuer, and swing line lender, and JPMORGAN CHASE BANK, N.A., as syndication agent and an L/C Issuer.

SATISFACTION AGREEMENT IN RESPECT OF SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Satisfaction Agreement • February 24th, 2006 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

This Satisfaction of Supplemental Executive Retirement Agreement (this “Satisfaction Agreement”), dated as of February 22, 2006, relating to that certain Supplemental Executive Retirement Agreement dated May 4, 1998 (the “Retirement Agreement”) by and between Equitable Resources, Inc., a Pennsylvania corporation (the “Company”), and Murry S. Gerber, an individual (the “Executive”);

NONCOMPETE AGREEMENT
Noncompete Agreement • February 24th, 2006 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

This Agreement is made as of Nov. 6, 2004 by and between Equitable Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc. and its majority-owned subsidiaries are hereinafter collectively referred to as the “Company”), and Diane L. Prier (the “Employee”).

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