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                                                                   Exhibit 10.16

                           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 Gregory R. Spencer, 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

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         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 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;

         (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-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
                  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

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                  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 three
                  (3) 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 three (3) 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

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                  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 thirty-six
                  (36) 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
                  thirty-six (36) 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; (v) reimbursement to Employee of
                  reasonable costs incurred by Employee for outplacement
                  services in the twenty-four (24) 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 made 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.


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         (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


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                           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; or

                  (vii)    The failure of the Company to obtain a satisfactory
                           agreement from any successor to assume and agree to
                           perform this 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
                  thirty-six (36) 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 for in 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




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                  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,


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                  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.


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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.      Tax Gross-Up.

         (a)      Anything in this Agreement to the contrary notwithstanding, in
                  the event it shall be determined that any payment or
                  distribution by the Company to or for the benefit of the
                  Employee (whether paid or payable or distributed or
                  distributable pursuant to the terms of this Agreement or
                  otherwise) (a "Payment") (i) would be subject to the excise
                  tax imposed by section 4999 of the Code or any interest or
                  penalties are incurred by the Employee with respect to the
                  excise tax (such excise tax, together with any such interest
                  and penalties, are hereinafter collectively referred to as the
                  "Excise Tax") or (ii) is made pursuant to a Change In Control,
                  then the Employee shall be entitled to receive an additional
                  payment (a "Gross-Up Payment") in an amount such that after
                  payment by the Employee of all taxes (including any interest
                  or penalties imposed with respect to such taxes), including,
                  without limitation, any income taxes (and any interest and
                  penalties imposed with respect thereto) and Excise Tax imposed
                  on the payment and Gross-Up Payment, the Employee retains an
                  amount equal to (x) the Payment plus (y) the Excise Tax (if
                  any) imposed upon the Payment and Gross-Up Payment.

         (b)      Subject to the provisions of Section 10(c), all determinations
                  required to be made under this Section 10, including whether
                  and when a Gross-Up Payment is required and the amount of such
                  Gross-Up Payment, shall be made by a nationally recognized
                  accounting firm designated by the Company (the "Accounting
                  Firm") which shall provide detailed supporting calculations
                  both to the Company and the Executive within fifteen (15)
                  business days after there has been a Payment, or such earlier
                  time as requested by the Company. In the event that the
                  Accounting Firm is serving as accountant or auditor for the
                  individual, entity or group effecting the Change in Control,
                  the Company shall appoint another nationally recognized
                  accounting firm to make the determinations required hereunder
                  (which accounting firm shall then be referred to as the
                  Accounting Firm hereunder). All fees and expenses of the
                  Accounting Firm shall be borne solely by the Company. Any
                  Gross-Up Payment, as determined pursuant to this Section 10,
                  shall be paid by the Company to the Executive within five days
                  of the receipt of the Accounting Firm's determination. Any
                  determination by the Accounting Firm shall be binding upon the
                  Company and the Executive. As a result of the uncertainty in
                  the application of section 4999 of the Code at the time of the
                  initial


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                  determination by the Accounting Firm hereunder, it is possible
                  that Gross-Up Payments which will not have been made by the
                  Company should have been made ("Underpayment"), consistent
                  with the calculations required to be made hereunder. In the
                  event that the Company exhausts its remedies pursuant to
                  Section 10(c) and the Executive thereafter is required to make
                  a payment of any Excise Tax, the Accounting Firm shall
                  determine the amount of the Underpayment that has occurred and
                  any such Underpayment shall be promptly paid by the Company to
                  or for the benefit of the Executive.

         (c)      The Executive shall notify the Company in writing of any claim
                  by the Internal Revenue Service that, if successful, would
                  require the payment by the Company of the Gross-Up Payment.
                  Such notification shall be given as soon as practicable but no
                  later than ten (10) business days after the Executive is
                  informed in writing of such claim and shall apprise the
                  Company of the nature of such claim and the date on which such
                  claim is requested to be paid. The Executive shall not pay
                  such claim prior to the expiration of the 30-day period
                  following the date on which it gives such notice to the
                  Company (or such shorter period ending on the date any payment
                  of taxes with respect to such claim is due). If the Company
                  notifies the Executive in writing prior to the expiration of
                  such period that it desires to contest such claim, the
                  Executive shall:

                  (i)      give the Company any information reasonably requested
                           by the Company relating to such claim;

                  (ii)     take such action in connection with contesting such
                           claim as the Company shall reasonably request in
                           writing from time to time, including, without
                           limitation, accepting legal representation with
                           respect to such claim by an attorney reasonably
                           selected by the Company;

                  (iii)    cooperate with the Company in good faith in order
                           effectively to contest such claim; and

                  (iv)     permit the Company to participate in any proceedings
                           relating to such claim;

                  provided, however, that the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest and
                  shall indemnify and hold the Executive harmless, on an
                  after-tax basis, for any Excise Tax or income tax (including
                  interest and penalties with respect thereto) imposed as a
                  result of such representation and payment of costs and
                  expenses. Without limitation on the foregoing provisions of
                  this Section 10(c), the Company shall control all proceedings
                  taken in connection with such contest and, at its sole option,
                  may pursue or forego any and all administrative appeals,
                  proceedings, hearings and conferences with the taxing
                  authority in


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                  respect of such claim and may, at its sole option, either
                  direct the Executive to pay the tax claimed and sue for a
                  refund or contest the claim in any permissible manner, and the
                  Executive agrees to prosecute such contest to a determination
                  before any administrative tribunal, in a court of initial
                  jurisdiction and in one or more appellate courts, as the
                  Company shall determine; provided, however, that if the
                  Company directs the Executive to pay such claim and sue for a
                  refund, the Company shall advance the amount of such payment
                  to the Executive, on an interest-free basis, and shall
                  indemnify and hold the Executive harmless, on an after-tax
                  basis, from any Excise Tax or income tax (including interest
                  or penalties with respect thereto) imposed with respect to
                  such advance or with respect to any imputed income with
                  respect to such advance; and further provided that any
                  extension of the statute of limitations relating to payment of
                  taxes for the taxable year of the Executive with respect to
                  which such contested amount is claimed to be due is limited
                  solely to such contested amount. Furthermore, the Company's
                  control of the contest shall be limited to issues with respect
                  to which a Gross-Up Payment would be payable hereunder and the
                  Executive shall be entitled to settle or contest, as the case
                  may be, any other issue raised by the Internal Revenue Service
                  or any other taxing authority.

         (d)      If, after the receipt by the Executive of an amount advanced
                  by the Company pursuant to Section 10(c), the Executive
                  becomes entitled to receive any refund with respect to such
                  claim, the Executive shall (subject to the Company's complying
                  with the requirements of Section 10) promptly pay to the
                  Company the amount of such refund (together with any interest
                  paid or credited thereon after taxes applicable thereto). If,
                  after the receipt by the Executive of an amount advanced by
                  the Company pursuant to Section 10(c), a determination is made
                  that the Executive shall not be entitled to any refund with
                  respect to such claim and the Company does not notify the
                  Executive in writing of its intent to contest such denial of
                  refund prior to the expiration of 30 days after such
                  determination, then such advance shall be forgiven and shall
                  not be required to be repaid and the amount of such advance
                  shall offset, to the extent thereof, the amount of Gross-Up
                  Payment required to be paid.

         (e)      The payments provided for in this Section 10 hereof shall be
                  made not later than the tenth (10th) day following the
                  termination of the Executive's employment; provided, however,
                  that if the amounts of such payments cannot be finally
                  determined on or before such day, the Company shall pay to the
                  Executive on such day an estimate, as determined in good faith
                  by the Executive of the minimum amount of such payments to
                  which the Executive is clearly entitled and shall pay the
                  remainder of such payments (together with interest at 120% of
                  the rate provided in section 1274(b)(2)(B) of the Code) as
                  soon as the amount thereof can be determined but in no event
                  later than the thirtieth (30th) day after the termination of
                  the Executive's employment. In the event that the amount of
                  the estimated payments exceeds the amount subsequently
                  determined to have been


                                      -11-
<PAGE>   12

                  due, such excess shall constitute a loan by the Company to the
                  Executive, payable on the fifth (5th) business day after
                  demand by the Company (together with interest at 120% of the
                  rate provided in section 1274(b)(2)(B) of the Code). In the
                  event the Company should fail to pay when due the amounts
                  described in this Section 10, the Executive shall also be
                  entitled to receive from the Company an amount representing
                  interest on any unpaid or untimely paid amounts from the due
                  date, as determined under this Section 10, to the date of
                  payment at a rate equal to 120% of the rate provided in
                  section 1274(b)(2)(B) of the Code.

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 one 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, and judgment on the award may 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"), the Company's 1999 Long-Term Incentive Plan (the "1999 Plan")
         or the Company's Breakthrough Long-Term Incentive Plan (the
         "Breakthrough 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,
         the 1994 Plan and the Breakthrough 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


                                      -12-
<PAGE>   13

         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 or 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.


                                      -13-
<PAGE>   14

         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 than 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/ Murry S. Gerber
----------------------------                 ----------------------------
Jean F. Marks                             Murry S. Gerber
                                          President and Chief Executive Officer


                                          Address:

                                          One Oxford Centre
                                          Suite 3300
                                          Pittsburgh, PA  15219


WITNESS:


/s/ Stephanie L. Macus                    /s/ Gregory R. Spencer
----------------------------              ----------------------------
Stephanie L. Macus                        Gregory R. Spencer



                                          Address:

                                          1020 Devonshire Road
                                          ----------------------------
                                          Pittsburgh, PA 15213
                                          ----------------------------




                                      -14-