Exhibit 10.14(d)


 


	
  

  	
   

   

  	
  225 North Shore Drive

  Pittsburgh, PA
  15212-5861

  www.eqt.com

  



 


June 9, 2008


 


Philip P. Conti


2134 Gandeur Drive


Gibsonia, PA 15044


 


	
   

  	
   

  	
  Re:

  	
   

  	
  The agreements identified on Exhibit A attached
  hereto (such agreements, together with all exhibits, schedules, amendments,
  modifications, restatements, or other supplements thereto, and any other
  documents executed or delivered in connection therewith, the (“Agreements”))

  



 


Dear Mr. Conti:


 


As you know, to effect the
pending reorganization, Equitable Resources, Inc. (“Equitable”) will merge
with a second tier subsidiary (the “Merger”), which will result in a first tier
subsidiary (“New EQT”) becoming the new publicly traded parent company of the
Equitable family of companies.  Following
the Merger, we will transfer to the new parent company all of the assets and
liabilities of existing Equitable Resources (including the Agreements) other
than those associated with our existing Equitable Gas Company division (the “Asset/Liability
Transfer”).


 


As part of the Asset/Liability Transfer, New EQT will
assume all of Equitable’s rights, interests, obligations and liabilities under
and to the Agreements and will be substituted for all purposes for Equitable
under the Agreements pursuant to an Assignment and Assumption Agreement (the “Contract
Assignment”).  Other than changing your
counterparty to the Agreements from the existing parent company of the
Equitable family of companies to the new parent company, the reorganization
will have no effect on the Agreements. 
Accordingly, following the Merger and Contract Assignment the Agreements
will continue to govern your relationship with New EQT.


 


You may be a participant in certain executive
compensation plans.  Upon completion of the
reorganization, any stock options to purchase shares of
Equitable common stock shall become stock options to purchase shares
of common stock of New EQT and any shares of restricted stock shall
become shares of restricted stock of New EQT.  Similarly, any other awards representing
shares of Equitable common stock will automatically become awards representing
shares of New EQT.  The number
of stock options, shares, including shares represented, and the terms
and any exercise price associated therewith will remain the same and will
remain subject to the existing agreements and the 1999 Long-Term Incentive
Plan.  In addition, the stock on which
the performance condition under the 2005 Executive Performance
Incentive Program (the


 

















 


“EPIP”) in which you may participate is based
will automatically be adjusted to become the common stock of New EQT, and the
value of the performance shares awarded will be determined by reference to the
common stock of New EQT.  Further, the performance goals of the Executive
Short-Term Incentive Plan (the “ESTIP”) will now be determined by reference to
New EQT, the common stock of New EQT and its affiliates and business units, as
applicable, but your incentive targets are not otherwise affected. If
you are a participant in the EPIP or the ESTIP, you remain subject to
the terms of the plan, your individual award and/or your individual notice
of participation.


 


We hereby request that you acknowledge, by signing the
enclosed copy of this letter in the space provided below and returning it to
the address set forth below, that (1) following the Merger and Contract
Assignment the Agreements will constitute legally binding agreements between
you and New EQT and (2) the form of Assignment and Assumption Agreement
attached hereto as Exhibit B is satisfactory to transfer all agreements
between you and Equitable to New EQT as part of the Asset/Liability Transfer.


 


	
  Please return letter to:

  	
   

  	
  Jonathan M. Lushko, Esq.

  
	
   

  	
   

  	
  Equitable Resources, Inc.

  
	
   

  	
   

  	
  225 North Shore Drive

  
	
   

  	
   

  	
  Pittsburgh, PA 15212-5861

  



 


If
you have any questions, please do not hesitate to contact Kimberly Sachse at
412-553-5758 or me at 412-553-5712. 
Thank you in advance for your timely assistance with our request.  We look forward to our continuing
relationship with you.


 


Sincerely,


 


 


	
  /s/
  Charlene J. Petrelli

  	
   

  



 


Charlene
J. Petrelli

Vice President and Chief Human Resources Officer


 


 


ACKNOWLEDGED,
CONFIRMED, 

CONSENTED TO AND AGREED:


PHILIP
P. CONTI


 


	
  /s/
  Philip P. Conti

  	
   

  



 


2

















 


Exhibit A


 


Change
of Control Agreement, dated September 1, 2002, by and between Equitable
Resources, Inc. and Philip P. Conti, as amended by Addendum No. 1 to
Change of Control Agreement, dated December 29, 2006, by and between
Equitable Resources, Inc. and Philip P. Conti


 


Indemnification
Agreement, dated August 21, 2000, by and between Equitable Resources, Inc.
and Philip P. Conti


 


Noncompete
Agreement, dated October 30, 2000, by and between Equitable Resources, Inc.
and Philip P. Conti


 

















 


Exhibit B


 


Assignment and Assumption Agreement


 


THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of the     
day of                 ,
2008, by and between Equitable Resources, Inc., a Pennsylvania corporation
formed in 1926 (“Assignor”) and Equitable Resources, Inc., a Pennsylvania
corporation formed in 2008 to effect a holding company reorganization of
Assignor (“Assignee”).


 


WITNESSETH:


 


WHEREAS, the Assignor
desires to assign and transfer to the Assignee all of Assignor’s right, title
and interest under and to the agreements identified on Exhibit A
attached hereto (the “Transferred Agreements”); and


 


WHEREAS, the Assignee
desires to substitute itself for and become the successor to the Assignor with
respect to the Transferred Agreements and to assume and perform all of the
Assignor’s covenants, agreements, duties, responsibilities and obligations
under and to the Transferred Agreements.


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt, adequacy and legal sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.             The Assignor does hereby assign, sell, transfer, and set
over to Assignee, its successors and assigns forever, all of Assignor’s right,
title and interest in and to the Transferred Agreements.  Such assignment shall be effective as of the
date hereof.


 


2.             The Assignee hereby assumes and agrees to promptly
perform all covenants, agreements, duties, responsibilities and obligations of
Assignor under the Transferred Agreements. 
Assignor shall have no further duties, responsibilities or obligations
with respect to the Transferred Agreements effective as of the date hereof.


 


3.             The Assignor and Assignee hereby
covenant, from time to time at the request of the other party and without
further cost or expense to such party, to execute


 

















 


and deliver such other instruments which the
other party may reasonably request in order to more effectively consummate the
transactions contemplated by this Agreement.


 


4.             This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to the conflicts-of-laws provisions thereof.


 


5.             This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


6.             This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same original.


 


[Signature Page Follows]


 

















 


IN
WITNESS WHEREOF, Assignor
and Assignee have executed this Agreement as of the date first written above.


 


 


EQUITABLE
RESOURCES, INC.


(organized
in 1926)


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  James
  E. Crockard, III

  	
   

  
	
  Title:

  	
  Treasurer

  
					



 


 


EQUITABLE
RESOURCES, INC.


(organized
in 2008)


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Philip
  P. Conti

  	
   

  
	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  
					



 

















 


Exhibit A


 


Change
of Control Agreement, dated September 1, 2002, by and between Equitable
Resources, Inc. and Philip P. Conti, as amended by Addendum No. 1 to
Change of Control Agreement, dated December 29, 2006, by and between
Equitable Resources, Inc. and Philip P. Conti


 


Indemnification
Agreement, dated August 21, 2000, by and between Equitable Resources, Inc.
and Philip P. Conti


 


Noncompete
Agreement, dated October 30, 2000, by and between Equitable Resources, Inc.
and Philip P. Conti