Exhibit 10.13(g)


 


	
  

  	
   

   

  	
  225 North Shore Drive

  Pittsburgh, PA
  15212-5861

  www.eqt.com

  



 


June 9, 2008


 


David L. Porges


5725 Aylesboro Avenue


Pittsburgh, PA 15217


 


	
  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. Porges:


 


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:


DAVID
L. PORGES


 


	
  /s/
  David L. Porges

  	
   

  



 


2

















 


Exhibit A


 


Change
of Control Agreement, dated September 1, 2002, by and between Equitable
Resources, Inc. and David L. Porges


 


Employment
Agreement, dated July 1, 1998, by and between Equitable Resources, Inc.
and David L. Porges, as amended by Amendment No. 1 to Employment
Agreement, dated December 1, 1999, Amendment No. 2 to Employment
Agreement, dated September 1, 2002, and Amendment No. 3 to Employment
Agreement, dated January 31, 2004


 


Indemnification
Agreement, dated May 17, 2000, by and between Equitable Resources, Inc.
and David L. Porges


 


Amended
and Restated Post-Termination Confidentiality and Non-Competition Agreement,
dated December 1, 1999, by and between Equitable Resources, Inc. and
David L. Porges


 

















 


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 David L. Porges


 


Employment
Agreement, dated July 1, 1998, by and between Equitable Resources, Inc.
and David L. Porges, as amended by Amendment No. 1 to Employment
Agreement, dated December 1, 1999, Amendment No. 2 to Employment
Agreement, dated September 1, 2002, and Amendment No. 3 to Employment
Agreement, dated January 31, 2004


 


Indemnification
Agreement, dated May 17, 2000, by and between Equitable Resources, Inc.
and David L. Porges


 


Amended
and Restated Post-Termination Confidentiality and Non-Competition Agreement,
dated December 1, 1999, by and between Equitable Resources, Inc. and
David L. Porges