0001104659-08-065559 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • October 24th, 2008 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

THIS AGREEMENT (the “Agreement”) dated as of the 8th day of September, 2008 (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 Murry S. Gerber, an individual (the “Employee”);

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CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENT
Non-Solicitation And • October 24th, 2008 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

This Agreement is made as of September 8, 2008 by and between Equitable Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc. and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Philip P. Conti (the “Employee”).

AGREEMENT
Agreement • October 24th, 2008 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of July 1, 1998, as amended on December 1, 1999, September 1, 2002 and January 31, 2004 (as amended, the “Employment Agreement”); and

AGREEMENT
Agreement • October 24th, 2008 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of May 4, 1998, as amended on December 1, 1999, September 1, 2002 and January 31, 2004 (as amended, the “Employment Agreement”); and

CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENT
Confidentiality, Non-Solicitation and Non-Competition Agreement • October 24th, 2008 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

This Agreement is made as of September 8, 2008 by and between Equitable Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc. and its subsidiary companies are hereinafter collectively referred to as the “Company”), and David L. Porges (the “Employee”).

Date] Optionee Name Optionee Address Optionee City, State, Zip Code Dear Optionee:
Participant Award Agreement • October 24th, 2008 • 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. (the “Company”) has 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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