0001104659-07-013316 Sample Contracts

PARTICIPANT AWARD AGREEMENT
Participant Award Agreement • February 23rd, 2007 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution

Pursuant to the terms and conditions of the Company’s 1999 Non-Employee Directors Stock Incentive Plan (the “Plan”), the Compensation Committee of the Board of Directors of Equitable Resources, Inc. granted you a Non-Qualified Stock Option (the “Option”) to purchase shares of the Company’s common stock as outlined below.

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PARTICIPANT AWARD AGREEMENT
Participant Award Agreement • February 23rd, 2007 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution

Pursuant to the terms and conditions of the Company’s 1999 Long-Term Incentive Plan (the “Plan”), the Compensation Committee of the Board of Directors of Equitable Resources, Inc. granted you a Restricted Stock Award (the “Award”) for shares of the Company’s common stock as outlined below.

ADDENDUM NO. 1 TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 23rd, 2007 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution

This Addendum No. 1 to Change of Control Agreement (“Addendum No. 1”), dated as of December 29, 2006, amends that certain Change of Control Agreement (“Change of Control Agreement”) dated as of the 1st day of September 2002, by and between Equitable Resources, Inc., a Pennsylvania corporation (the “Company”), and Phillip P. Conti, an individual (the “Employee”).

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