0001104659-04-006053 Sample Contracts

NONCOMPETE AGREEMENT
Noncompete Agreement • March 1st, 2004 • 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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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2004 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

This Agreement is made effective as of the January 1, 2003, by and between Equitable Resources, Inc., a Pennsylvania corporation (the “Company”) and Randall L. Crawford (the “Indemnitee”), a director and/or officer of the Company.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 1st, 2004 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • Pennsylvania

THIS AGREEMENT (the “Agreement”) dated as of the 1st day of December, 1999 (the “Effective Date”) by and between EQUITABLE RESOURCES, INC., a Pennsylvania corporation with its principal place of business at Pittsburgh, Pennsylvania (the “Company”), and Randall L. Crawford, an individual (the “Employee”);

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2004 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution

This Amendment No. 3 to Employment Agreement (“Amendment No. 3”), dated as of January 31, 2004, amends that certain Employment Agreement dated July 1, 1998, as previously amended by Amendment No. 1, dated as of December 1, 1999, and Amendment No. 2, dated as of September 1, 2002, (the “Employment Agreement”) by and between Equitable Resources, Inc., a Pennsylvania corporation (the “Company”), and David L. Porges, an individual (the “Executive”);

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2004 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution

This Amendment No. 3 to Employment Agreement (“Amendment No. 3”), dated as of January 31, 2004, amends that certain Employment Agreement dated May 4, 1998, as previously amended by Amendment No. 1, dated as of December 1, 1999, and Amendment No. 2, dated as of September 1, 2002, (the “Employment Agreement”) by and between Equitable Resources, Inc., a Pennsylvania corporation (the “Company”), and Murry S. Gerber, an individual (the “Executive”);

RELEASE
Release • March 1st, 2004 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution

This Release is entered into by and between Johanna G. O’Loughlin (“Employee”) and Equitable Resources, Inc. (the “Corporation”), a Pennsylvania corporation.

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