Exhibit 10.24(b)


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“Agreement”), dated as of the 30th day of June, 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”).


 


W I T N E S S E T H


 


WHEREAS, the Assignor sponsors all of the benefit plans
as described on Schedule A hereto and has in the past sponsored benefit
plans which are no longer operative (the “Benefit Plans”) and the
Assignor desires to assign and transfer to the Assignee all of Assignor’s
right, title, and interest under and to the Benefit Plans (the transfer of such
Benefit Plans is referred to as the “Assignment”); and


 


WHEREAS, Assignee desires to assume all of Assignor’s
covenants, agreements, duties, responsibilities and obligations under and to
the Benefit Plans.


 


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.  Assignment.  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 Benefit Plans.  Such Assignment shall be effective as of the
date hereof.


 


2.  Assumption.  The Assignee hereby assumes and agrees to
promptly perform all covenants, agreements, duties, responsibilities and
obligations of Assignor under the Benefit Plans.  Assignor shall have no further duties,
responsibilities or obligations with respect to the Benefit Plans effective as
of the date hereof, except as required by contract, in which case Assignee
agrees to indemnify and hold harmless Assignor for all costs and expenses
incurred by Assignor with respect to such Benefit Plans.


 


3. Savings.  It is
understood and agreed by the Assignor and Assignee that to the extent a
consent, approval and/or waiver is required for the conveyance of a particular
right, title or interest relating to any Benefit Plan, then this Agreement
shall not be deemed to have conveyed said right, title or interest to Assignee,
if an actual or attempted assignment thereof would constitute a breach thereof
or default thereunder resulting in termination thereof, until such required
consent, approval and/or waiver is obtained. 
The Assignor and Assignee shall cooperate in obtaining any such required
consents, approvals and/or waivers, and for any pending period, the Assignor
and Assignee shall cooperate in any reasonable, permitted arrangement to
provide Assignee with all, or the equivalent of all, of the benefits and privileges
associated with said right, title or interest.


 

















 


4. Further Assurances.  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.


 


5. Governing Law.  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.


 


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


 


7.  Counterparts.  This Agreement may be executed and delivered
in one or more counterparts, all of which shall constitute one and the same
instrument.


 


8.  Headings.  The section headings in this Agreement are
for convenience of reference only, and shall not be deemed to alter or affect
the meaning or interpretation of any provisions hereof.


 


[Remainder of Page Intentionally Left
Blank]


 


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


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
  (organized in 1926)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Crockard, III

  
	
   

  	
  Name:

  	
  James E. Crockard, III

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
  (organized in 2008)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip P. Conti

  
	
   

  	
  Name:

  	
  Philip P. Conti

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial

  
	
   

  	
   

  	
  Officer

  
					



 


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SCHEDULE A


 


Benefit Plans


 


Equitable
Resources, Inc. Comprehensive Welfare Plan for Unfunded Benefits


 


Equitable
Resources, Inc. Comprehensive Welfare Plan for Retirees


 


Equitable
Resources, Inc. Retirement Plan for Employees, and all related sub-plans


 


Equitable Resources, Inc. 2005 Directors’ Deferred Compensation
Plan


 


1999 Equitable Resources, Inc. Long-Term Incentive Plan


 


Equitable Resources, Inc. Directors’ Deferred Compensation Plan


 


1999 Equitable Resources, Inc. Non-Employee Directors’ Stock
Incentive Plan


 


Equitable Resources, Inc. Employee Savings and Protection Plan


 


Equitable Resources, Inc. Employee Stock Purchase Plan


 


Equitable Resources, Inc. Employee Savings Plan


 


Other benefit
and employee fringe benefit plans


 


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