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                                                                   Exhibit 10.08

                            EQUITABLE RESOURCES, INC.
                      BREAKTHROUGH LONG TERM INCENTIVE PLAN



         EQUITABLE RESOURCES, INC. (the "Company") hereby establishes the
Equitable Resources, Inc. Breakthrough Long Term Incentive Plan (the "Plan") for
the benefit of certain executives of the Company effective as of the 16th day of
July, 1998.

         WHEREAS, the Company maintains certain incentive award plans, including
the Equitable Resources Inc. 1994 Long Term Incentive Plan, pursuant to which
stock-based incentive awards are granted to selected executive employees; and

         WHEREAS, in order to further align the interests of the persons
primarily responsible for the success of the Company with the interest of the
shareholders, the Company desires to provide additional long term incentive
benefits through the Plan.

         NOW THEREFORE, the Company hereby provides for additional incentive
benefits for certain executive employees of the Company on the following terms
and conditions:

SECTION 1.     ELIGIBILITY. The Chief Executive Officer of the Company (the
"CEO") shall, in his sole discretion, select the executive employees of the
Company who shall be eligible to participate in the Plan. The CEO's selections
will become participants in the Plan (the "Participants") only upon approval by
the Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee").

SECTION 2.     INCENTIVE AWARDS. Each Participant shall be awarded a number of
units (the "Award") (subject to the conditions provided herein) which shall be
determined by dividing four times his or her current annual base salary as of
the effective date of the Plan by $28.50, which is the average of the high and
low stock prices of Company common stock on July 16, 1998 (the "Award Date") as
reported on the New York Stock Exchange Composite Transactions System in the
Wall Street Journal ("NYSE"). The value of each unit shall equal the closing
price of the Company's common stock on the NYSE for that day. A Participant's
base salary shall be determined by the Compensation Committee, but shall in any
event exclude bonuses, commissions, car allowances, Company reimbursements,
relocation payments, and any gain from the exercise of stock options or the
grant of stock to Participants.

The Award shall be made to the Participant on the Award Date but will be held by
the Company subject to the terms and conditions described below. A Participant
shall have

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no current right to exchange the Award for cash, stock or any other benefit and
shall be a mere unsecured creditor of the Company with respect to future rights
to benefits.

SECTION 3.     PERFORMANCE CONDITION OF THE AWARD. The Award shall have value
only if the closing price of the Company's common stock on the NYSE equals or
exceeds fifty-dollars ($50.00) per share on twenty or more consecutive trading
days ("Performance Condition"), in which event, subject to the terms of the
Plan, a Participant shall be entitled to receive an amount of cash equal to the
value of the Award.

SECTION 4.     FORFEITURE OF THE AWARD.

         (a) The number of units constituting a Participant's Award shall be
reduced by 50% if the Performance Condition is not satisfied on or before
December 31, 2001. If the Performance Condition is not satisfied on or before
December 31, 2002, the Participant's Award shall be forfeited.

         (b) A Participant's Award shall be forfeited if, prior to the
satisfaction of the Performance Condition, the Participant's employment with the
Company terminates for any reason other than the following:

                  (i) the Company terminates the employment of the Participant
                  for reasons other than for Cause (as defined in Section 10
                  below) prior to a Change in Control;

                  (ii)  the Participant's death; or

                  (iii) the Participant terminates his or her employment with
                  the Company for Good Reason (as defined in Section 10 below)
                  at any time within twenty-four months following a Change in
                  Control of the Company (as defined in Section 9 below).

         (c) If a Participant's employment with the Company terminates for a
reason described in paragraphs (i) or (ii) of Section 4(b) above, then the
number of units constituting the Participant's Award shall be reduced as
follows:

                  (i) If the Participant's employment with the Company
                  terminates on or before March 31, 1999, then 100% of the
                  Participant's Award shall be forfeited.

                  (ii) If the Participant's employment with the Company
                  terminates after March 31, 1999 and on or before March 31,
                  2000, then the number of units constituting the Participant's
                  Award shall be reduced by 50%.





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                  (iii) If the Participant's employment with the Company
                  terminates after March 31, 2000, then the number of units
                  constituting the Participant's Award shall be reduced by 25%.

         (d) If a Participant's employment with the Company terminates for a
reason described in Section 4(b)(iii) above, then the number of units
constituting the Participant's Award shall not be reduced.

SECTION 5.     DIVIDENDS. Each unit will be credited with dividends which are

paid on the Company's common stock in the form of additional units. These
additional units shall be subject to the same conditions and restrictions as
provided in this Plan.

SECTION 6.     DISTRIBUTION. Upon notification from the Company of participation
in the Plan, each Participant must make a written election as to the time and
form in which his or her Award will be paid as provided in this Section 6. This
election must be made on or before September 1, 1998.

         (a) A Participant may elect to have the payment of his or her Award
commence either upon termination of employment with the Company or upon a
specified date in the future. The Participant's election as to when the Award
will be paid shall be irrevocable.

         (b) A Participant may elect to have his or her Award paid in either a
lump-sum cash payment or annual installment cash payments over one, five or ten
year periods. A Participant may also change his or her original election as to
the method of payment by making a subsequent written election with the Company,
except that such election shall not be effective until the one-year anniversary
after the election is made. Consequently, if the Participant makes a subsequent
election and becomes entitled to payment of the Award before the expiration of
the one-year period, the original election shall apply.

         (c) If a Participant elects to receive payment of his or her Award, or
any portion thereof, at any time after the satisfaction of the Performance
Condition, then the units constituting the Award shall be credited to and
maintained in accordance with the terms of the Company's Deferred Compensation
Plan as then in effect.

         (d) If a Participant elects to receive the payment of his or her Award
at a specified date and on such date, he or she is still employed by the
Company, then the Award shall be paid to the Participant only to the extent that
the deductibility of such payment to the Company is not limited by reason of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). In
the event that the payment of all or a part of the Award exceeds the Code
Section 162(m) limit, the amount in excess of the limit shall automatically be
deferred to the next subsequent year in which it can be paid to the Participant
without exceeding the Code Section 162(m) limit.

         (e) A Participant's Award under this Plan shall actually be paid to the
Participant within 30 days or as soon as practicable thereafter following the
benefit commencement




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date as described in paragraph (a) above. The Participant shall receive all
benefits in cash payments and shall have no right to receive a distribution of
Company stock.

         (f) In the event of the Participant's death, the Participant's
beneficiary (as listed on the most recent election form which is delivered to
the Company) shall receive an immediate lump-sum cash payment without regard to
the Participant's elections as to the time and form of payment as described in
paragraphs (a) and (b) above.

SECTION 7.     TAX CONSEQUENCES TO PARTICIPANTS. It is intended that: (i) until
the Performance Condition is satisfied, a Participant's right to an Award under
this Plan shall be subject to a substantial risk of forfeiture in accordance
with Code Sections 83(a) and 3121(v)(2); (ii) the Award shall be subject to
employment taxes upon the satisfaction of the Performance Condition; and (iii)
until the Award is actually paid to the Participant, the Participant shall have
merely an unfunded, unsecured promise to be paid the benefit, and such unfunded
promise shall not consist of a transfer of "property" within the meaning of Code
Section 83. It is further intended that, because a Participant may only change
the method of payment of the Award at a time when he or she cannot actually or
constructively receive the Award, and such election will not become effective
for a one-year period after it is made, the Participant will not be in actual or
constructive receipt of the Award within the meaning of Code Section 451 until
it is actually received.

SECTION 8.     NONASSIGNMENT.  A Participant shall not be permitted to assign,
alienate or otherwise transfer his Award and any attempt to do so shall be void.

SECTION 9.     CHANGE IN CONTROL.

         (a) Upon a Change in Control (as defined in paragraph (b) below), the
Company must transfer an amount of cash to the grantor trust which is created by
the attached Trust Plan for the benefit of the Participants (the "Rabbi Trust").
The amount that must be transferred to the Rabbi Trust shall equal the value of
all of the Awards made pursuant to the Plan (which have not been forfeited
pursuant to Section 4 hereof as of the date of the Change in Control) assuming
the Performance Condition is satisfied as of the date of the Change of Control.
The Rabbi Trust shall provide that following a Change in Control of the Company,
the amount transferred to the Rabbi Trust may not be returned to the Company
(subject to its use for creditors in the event of bankruptcy or insolvency);
provided, however, that (i) the value of any award forfeited pursuant to Section
4 hereof subsequent to a Change in Control shall be returned to the Company; and
(ii) all amounts in the Rabbi Trust shall be returned to the Company if the
Performance Condition is not satisfied as of December 31, 2002. In such event
the Rabbi Trust shall provide that the transferred amount shall be returned to
the Company.

         (b) A Change in Control of the Company shall mean any of the following
events:




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                  (i) 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 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 of Directors is then owned
                  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;

                  (ii) The acquisition in one or more transactions by any person
                  or group, directly or indirectly, of beneficial ownership of
                  twenty percent 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-1(b) under the Exchange Act (as such rule is in
                  effect as of November 1, 1995) to file a statement on Schedule
                  13G 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
                  in Control;

                  (iii) The Company's termination of its business and
                  liquidation of its assets;

                  (iv) 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: (x) 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




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                  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, (y)
                  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 (x) 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 (z) 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
                  (x) above is satisfied in connection with the transaction,
                  such Parent Company); or

                  (v) The following individuals cease for any reason 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.

SECTION 10.    GOOD REASON FOR TERMINATION. For purposes of the Forfeiture
Provision of Section 4, a Participant shall have terminated employment with the
Company for "Good Reason" if any one of the following applies:

         (a) The removal of the Participant from the position he held
immediately prior to the Change in Control (other than by reason of death,
disability or Cause);

         (b) The assignment to the Participant of any duties inconsistent with
those performed by the Participant immediately prior to the Change in Control or
a substantial alteration in the nature or status of the Participant's
responsibilities which renders the Participant's position to be of less dignity,
responsibility or scope;

         (c) A reduction by the Company in the Participant's level of overall
compensation (including annual incentive opportunity at target award levels) as
in effect on the effective



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date of this Plan or as the same may be increased from time to time except for
proportional across-the-board reductions similarly affecting all executives of
the Company and all executives of any person in control of the Company,
provided, however, that the exception for across-the-board reductions shall not
apply in the event the Participant's annual base salary is reduced by an amount
equal to ten percent or more of the Participant's annual base salary as of the
end of the calendar year immediately preceding the year in which the Change in
Control occurs, without the Participant's consent;

         (d) The failure to grant the Participant an annual salary increase
reasonably necessary to maintain such salary as reasonably comparable to
salaries of senior executives holding positions equivalent to the Participant's
in the industry in which the Company's then principal business activity is
conducted;

         (e) The Company requiring the Participant to be based anywhere other
than the Company's principal executive offices in the city in which the
Participant is principally located immediately prior to the Change in Control,
except for required travel on the Company's business to an extent substantially
consistent with the Participant's present business travel obligations; or

         (f) Any material reduction by the Company of the benefits enjoyed by
the Participant 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 Participant of any material fringe benefits or
perquisites; or the failure by the Company to provide the Participant with the
number of paid vacation days to which he 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 in control of the Company.

SECTION 11.    TERMINATION OF PARTICIPANT FOR CAUSE. For purposes of the
Forfeiture Provision of Section 4, a Participant shall have a termination of
employment from the Company for "Cause" upon:

         (a) The willful and continued failure by the Participant to
substantially perform his duties with the Company (other than (i) any such
failure resulting from the Participant's disability, or (ii) any such actual or
anticipated failure resulting from the Participant's termination of his
employment for Good Reason), after a written demand for substantial performance
is delivered to the Participant by the CEO of the Company which specifically
identifies the manner in which the CEO believes that the Participant has not
substantially performed his duties and which failure has not been cured within
thirty days after such written demand; or



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         (b) The willful and continued engaging by the Participant in conduct
which is demonstrably and materially injurious to the Company, monetarily or
otherwise.

         For purposes of this Section 11, no act, or failure to act on the
Participant's part shall be considered "willful" unless done, or omitted to be
done, by the Participant in bad faith and without reasonable belief that such
action or omission was in the best interest of the Company. Notwithstanding the
foregoing, the Participant shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to him 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
Participant and an opportunity for the Participant, together with his counsel,
to be heard before the Board of Directors) finding that in the good faith
opinion of the Board of Directors the Participant is guilty of the conduct set
forth above and specifying the particulars thereof in detail.

SECTION 12.    SUCCESSORS; CHANGES IN STOCK. The obligation of the Company under
the Plan shall be binding upon the successors and assigns of the Company. In the
event of a stock split, stock dividend or other recapitalization of the Company
affecting the Company's common stock, then the number of units constituting a
Participant's Award and the Performance Condition shall be appropriately and
equitably adjusted. In the event that the Company's common stock is exchanged
for or converted solely into the common stock of another Company, then the value
of the units constituting the Award shall equal the closing price of such common
stock on the principal market on which such common stock is traded and the Award
shall continue to be subject to the terms of the Plan. In the event that the
Company's common stock is exchanged for or converted into the right to receive
cash or other property [including debt securities and/or other securities (other
than solely common stock)], then the Performance Condition shall be deemed to
have been satisfied if the fair market value of such cash and/or property equals
or exceeds $50.00 per share of the Company's common stock.

SECTION 13.    DISPUTE RESOLUTION. The Participant may make a claim to the
Compensation Committee with regard to a payment of benefits provided herein. If
the Compensation Committee receives a claim in writing, the Compensation
Committee must advise the Participant of its decision on the claim in writing in
a reasonable period of time after receipt of the claim, (not to exceed 120
days). The notice shall set forth the following information:

         (a)      The specific basis for its decision;
         (b)      Specific reference to pertinent Plan provisions on which the
                  decision is based;
         (c)      A description of any additional material or information
                  necessary for the Participant to perfect a claim and an
                  explanation of why such material or information is necessary;
                  and
         (d)      An explanation of the Plan's claim review procedure.




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If the Participant does not receive a notice of decision within 120 days after
receipt of the claim, the claim will be deemed to have been denied. The
Participant may request a review of a decision (or deemed denial) by filing with
the Compensation Committee a written request for such review. The request must
be filed within 60 days after the notice of decision is received, or within 60
days after the denial is deemed to have occurred. The Participant may review
pertinent documents and submit issues and comments in writing within the same 60
day period. If a request for review is filed, such review shall be made by the
Compensation Committee within 120 days after receipt of such request. Upon
completion of the review, the Participant shall be given written notice of the
decision resulting from such review, which notice shall include specific reasons
for the decision and specific references to the pertinent Plan provisions on
which the decision is based.

In the event that the Participant continues to disagree with the decision of the
Compensation Committee, the Participant may seek to resolve the dispute by
referring the matter to an impartial arbitrator who shall be selected from a
list of names provided by the Federal Mediation and Conciliation Service in
Washington DC, provided that the costs for such proceeding shall be borne by the
party determined by the arbitrator.

SECTION 14.    IMPACT ON BENEFIT PLANS. Payments made under this Plan will not
be considered as earnings for purposes of the Deferred Compensation Plan.

SECTION 15.    NO CONTRACT OF EMPLOYMENT. This Plan shall not be construed as a
contract of employment for the Participant during the term of this Plan.

SECTION 16.    APPLICABLE LAW. This Plan shall be governed by and construed
under the laws of the Commonwealth of Pennsylvania without regard to its
conflict of law provisions.

SECTION 17.    SEVERABILITY. In the event that any one or more of the provisions
of this Plan 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.

SECTION 18.    HEADINGS. The descriptive headings of the Sections of this Plan
are inserted for convenience of reference only and shall not constitute a part
of this Plan.

SECTION 19.    AMENDMENT AND TERMINATION. This Plan may be amended by the
Company, in its sole discretion at any time by a written action authorized by
its Board of Directors except that no amendment shall adversely affect a
Participant's rights to his Award after the Award Date and no amendment can be
made following a Change in Control as defined in Section 9. This Plan shall
terminate upon the earlier of the satisfaction of the Performance Condition or
December 31, 2002. The Compensation Committee shall be responsible for
administering the Plan.




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IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
officers thereunto duly authorized as of the day and year first written above.

ATTEST:                                       EQUITABLE RESOURCES, INC.

/s/ Audrey C. Moeller                         /s/ Murry S. Gerber
--------------------------------              ----------------------------------
Audrey C. Moeller                             Murry S. Gerber







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                            EQUITABLE RESOURCES, INC.
                      BREAKTHROUGH LONG TERM INCENTIVE PLAN
                                 AMENDMENT NO. 1

         THIS AMENDMENT NO. 1 to the Breakthrough Long Term Incentive Plan (the
"Plan") is hereby made this 30th day of November 1999, as provided below.

         WHEREAS, The Plan, as approved by the Board of Directors at its meeting
on July 16, 1998, was intended, among other things, to protect against
forfeiture of a Participant's account in the event of involuntary termination of
employment without Cause following a Change of Control (as defined in the Plan);
and

         WHEREAS, on November 30, 1999, the Compensation Committee of the
Company's Board of Directors authorized amendment of the Plan to include such a
provision.

         NOW, THEREFORE, the Plan shall be amended, effective November 30, 1999
as follows:

         1.    Section 4(b)(iii) of the Plan be and hereby is amended by
deleting the section and substituting the following therefor: "the Company
terminates the employment of the Participant for reasons other than for Cause
(as defined in Section 10 below) or the Participant terminates his or her
employment with the Company for Good Reason (as defined in Section 10 below) at
any time within twenty-four months following a Change in Control of the Company
(as defined in Section 9 below)."

         2.    In all other respects the Plan shall remain unchanged.

         IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be
executed by its officers thereunto authorized as of the day and year first
written above.

                                            EQUITABLE RESOURCES, INC.


                                            /s/ Gregory R. Spencer
                                            ------------------------------------
                                            Gregory R. Spencer
                                            Senior Vice President
                                            and Chief Administrative Officer

ATTEST:


/s/ Jean F. Marks
-------------------------------------
Jean F. Marks




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