Exhibit 10.18
(b)


 


CHANGE OF CONTROL AGREEMENT


 


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”);


 


WHEREAS, the Company and certain
of its employees, including possibly the Employee, are parties to (i) a
Change of Control Agreement, which provides for the payment of certain benefits
to the Employee if the Employee’s employment terminates in certain
circumstances following a change of control of the Company and/or (ii) an
Employment Agreement, which provides for the payment of severance benefits in certain
circumstances (whether or not the Employee’s termination of employment is in
connection with a Change of Control) and includes a provision pursuant to which
Employee agrees not to compete with the Company for a stated period of time (to
the extent the Employee is a party to one or both of such agreements as of the
date of this Agreement, they are referred to as the “Existing Agreements”); and


 


WHEREAS, the Board of Directors
of the Company (the “Board”), continues to believe 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;
that 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 that it is appropriate 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; and


 


WHEREAS, in order to more fully
accomplish the foregoing objectives, the Company and the Employee desire to
terminate the Existing Agreements and to enter into this Agreement, which,
among other things, clarifies and enhances in certain respects the benefits
payable to the Employee if the Employee’s employment terminates in certain
circumstances following a Change in Control of the Company;


 


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, subject to Sections 3(f),
5 and 8, shall terminate on the earlier of (i) the date of the termination
of Employee’s employment by the Company for any reason prior to a Change of
Control; or (ii) unless further extended as hereinafter set forth, the
date which is thirty-six (36) months after the Effective Date; provided,
that, 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 the termination of Employee’s
employment prior to a Change of Control) 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.


 


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
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-l(b)
under the Exchange Act (as such rule is in effect as of November 1, 1995) to
file a statement on Schedule 130 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 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)           There is consummated a merger, consolidation, reorganization, share
exchange, or similar transaction involving the Company (including a triangular
merger), in any case, unless immediately following such transaction: (i) all or
substantially all of the persons who were the beneficial owners of the
outstanding common stock and outstanding voting securities of the Company
immediately prior to the transaction beneficially own, directly or indirectly,
more than 60% of the outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors of the corporation resulting from such transaction
(including a corporation or other person which as a result of such transaction
owns the Company or all or substantially all, of the Company’s assets through
one or more subsidiaries (a “Parent Company”)) in substantially the same


 

















 


proportion as their ownership of the common stock and other voting
securities of the Company immediately prior to the consummation of the
transaction, (ii) no person (other than the Company, any employee benefit plan
sponsored or maintained by the Company or, if reference was made to equity
ownership of any Parent Company for purposes of determining whether clause (i)
above is satisfied in connection with the transaction, such Parent Company)
beneficially owns, directly or indirectly, 20% or more of the outstanding
shares of common stock or the combined voting power of the voting securities
entitled to vote generally in the election of directors of the corporation
resulting from such transaction and (iii) individuals who were members of the
Company’s Board of Directors immediately prior to the consummation of the
transaction constitute at least a majority of the members of the board of
directors resulting from such transaction (or, if reference was made to equity
ownership of any Parent Company for purposes of determining whether clause, (i)
above is satisfied in connection with the transaction, such Parent Company); or


 


(e)           The following individuals cease for any reasons to constitute a majority
of the number of directors then serving: individuals who, on the date hereof,
constitute the entire Board of Directors and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously
so approved.


 


3.             Salary and Benefits Continuation.


 


(a)           Salary and Benefits Continuation” shall be defined to mean the following:
(i) payment of an amount of cash equal to two (2) times the Employee’s annual
base salary in effect immediately prior to the Change of Control or the
termination of Employee’s employment, whichever is higher; (ii) payment of an
amount of cash equal to two (2) times the highest annual incentive (bonus)
payment earned by the Employee for any year in the three years prior to the
termination of Employee’s employment; (iii) provision to Employee and his/her
eligible dependents of medical, long-term 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; (iv) contribution
by the Company to Employee’s account under the Company’s defined contribution
retirement plan (known as the Equitable Resources, Inc. Employee Savings Plan)
of an amount of cash equal to the amount that the Company would have
contributed to such plan had the Employee continued to be employed by the
Company for an additional twenty four (24) months at a base salary equal to the
Employee’s base salary immediately prior to the Change of Control or the
termination of Employee’s employment, whichever is higher, such contribution
being deemed to be made immediately prior to the termination of Employee’s
employment; provided, that to the extent that the amount of such contribution
exceeds the amount then allowed to be contributed to the plan under the
applicable rules relating to tax qualified retirement plans, then the excess
shall be paid to the Employee in cash;


 

















 


(vii) reimbursement to Employee of reasonable costs incurred by Employee
for outplacement services In the twelve (12) month period following termination
of Employee’s employment.


 


(b)           All amounts payable by the Company to the Employee in cash pursuant to
Section 3(a) shall be trade in a lump sum unless the Employee otherwise elects
and notifies the Company in writing prior to the termination of Employee’s
employment of Employee’s desire to have all payments made in accordance with
the Company’s regular salary and benefit payment practices, provided that (i)
the lump sum payment or first payment shall be made within thirty (30) days
after the Employee’s termination hereunder, and (ii) the Employee may elect to
defer such payments pursuant to the Company’s then-existing deferred compensation
plan(s).  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.


 


(c)           In the event that medical, long-term 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 payments to Employee pursuant to
Section 3(a) (payable in the manner elected by the Employee pursuant to Section
3(b)).


 


(d)           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 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” as defined
below.


 


(e)           For purposes of this Agreement, “Good Reason” is defined as:


 


(i)            Removal of the Employee from the position he/she
held immediately prior to the Change of Control (by reason other than death,
disability or Cause);


 


(ii)           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;


 


(iii)          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;


 


(iv)          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;


 


(v)           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 business travel obligations prior to the Change of Control;


 


(vi)          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/she 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 m control of the Company; or


 


(vii)         The failure of the Company to obtain a satisfactory agreement from any
successor to assume and agree to perform thus Agreement, as contemplated in
Section 15 hereof, or any other material breach by the Company of its
obligations contained in this Agreement.


 


(f)            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 Section 3(d) and shall continue as provided, notwithstanding the
termination or 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
four is 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; provided, that the Employee shall not be entitled
to any separate or additional severance payments pursuant to the Company’s
severance plan as then in effect and generally applicable to similarly situated
employees.  The Company shall be
authorized to


 

















 


withhold from any payment to the Employee, his/her estate or his/her
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.


 


(a)           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/her 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/her
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.


 


(b)           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/her 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/her 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 (a)(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.  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.


 


(a)           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.


 


(b)           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.


 


(c)           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/her employment by the Company under this
Agreement necessarily involves his/her 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/she
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/herself, 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 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/her
will result in immediate 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/her 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 included in the
determination of such Parachute Payment shall be reduced to an amount which,
when added to the aggregate of all other payments to be made to the Employee
which are included in the determination of such Parachute Payment as a result
of the termination of his/her employment, will make the total amount of such
payment equal to 2.99 times his/her 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 ooze 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, arid judgment on the award nay be entered by any court
having jurisdiction thereof.


 


12.           Treatment of Certain Incentive Awards.  All
“Awards” held by the Employee under the Company’s 1994 Long-Term
Incentive Plan (the “1994 Plan”) or the Company’s 1999 Long Term Incentive Plan
(the “1999 Plan”), shall, upon a Change of Control, be treated


 

















 


in accordance with the terms of those Plans as in effect on the date of
this Agreement, without regard to the subsequent amendment of those Plans.  For purposes of this Section 12, the
terms “Award” and “Change of Control” shall have the meanings ascribed to them
in the 1999 Plan and the 1994 Plan, as the case may be.


 


13.           Release.  The Employee hereby
acknowledges and agrees that prior to the Employee’s or his/her dependents’
right to receive from the Company any compensation or benefit to be paid or
provided to him/her or his/her 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 arising under any public policy, tort or common law or
any provision of state, federal or local law, including, but not limited to,
the Pennsylvania Human Relations Act, the Americans with Disabilities Act,
Title VII of the Civil Rights Act of 1964, the Civil Rights Protection Act,
Family and Medical Leave Act, the Fair Labor Standards Act, or the Age
Discrimination in Employment Act of 1967.


 


14.           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.


 


15.           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/her legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.  The Employee may not delegate
any of his/her 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/her employment and
termination of employment.  Without
limiting the foregoing, the Employee’s rights to receive payments and benefits
hereunder shall not be assignable for transferable, other than a transfer by
Employee’s will or by the laws of descent and distribution.


 


16.           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/her 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.


 


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


 


18.           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 regarding the subject matter hereof
(including the


 

















 


Existing Agreements, which the parties agree shall terminate as of the
Effective Date hereof) are merged herein and superseded hereby; provided that
any noncompetition agreement shall not be merged or superseded but shall remain
in full force and effect.  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 that 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/her hand, all as of the day
and year first above written.


 


	
  ATTEST:

  	
   

  	
  EQUITABLE
  RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Jean F. Marks

  	
   

  	
  By:

  	
  /s/
  Gregory R. Spencer

  
	
   

  	
   

  	
   

  	
  Gregory
  R. Spencer

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Administrative
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One
  Oxford Centre

  Suite 3300

  Pittsburgh, PA  15219

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David J. Smith

  	
   

  	
  /s/
  Randall L. Crawford

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: