Exhibit
10.1


 


MUTUAL TERMINATION AGREEMENT


 


This Mutual Termination Agreement (this “Agreement”),
dated as of January 15, 2008 (the “Termination Date”), is made by and
between EQUITABLE RESOURCES, INC., a Pennsylvania corporation (“Equitable”),
and DOMINION RESOURCES, INC., a Virginia corporation (“Dominion”).


 


WITNESSETH:


 


WHEREAS, Equitable and Dominion (as successor
by merger to Consolidated Natural Gas Company) are parties to that certain
Stock Purchase Agreement, dated as of March 1, 2006, as amended (the “SPA”);
and


 


WHEREAS, the Parties desire to terminate the
SPA and abandon the transactions contemplated therein, pursuant to the terms
and conditions set forth below.


 


NOW, THEREFORE, in consideration of the
mutual promises, covenants, conditions and agreements contained herein, and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


 


1.               Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to them in the
SPA.


 


2.               Pursuant to Section 9.1(a) of
the SPA, the Parties hereby elect to terminate the SPA, effective as of the
Termination Date.


 


3.               In accordance with Section 9.2(b) of
the SPA, the Confidentiality Agreement shall survive in its entirety the
termination of the SPA until the earlier of December 31, 2009 or the
Pennsylvania Public Utility Commission’s issuance of a final order in a
proceeding for regulatory approval of a subsequent sale of the Companies.  The Amended and Restated Confidentiality
Agreement between the Parties, dated July 26, 2006, as amended (the “Sensitive
Information Confidentiality Agreement”) also survives in its entirety the
termination of the SPA; provided that the reference to return or destruction
requirements of Section 2 thereof shall not be triggered until notice
thereof is provided by Dominion. 
Dominion agrees not to demand return or destruction pursuant to the
foregoing agreements during the pendancy of the matters known as (a) Federal Trade Commission v. Equitable Resources, Inc. et al.
before the United States Court of Appeals for the Third Circuit,
Case No. 07-2499, and all appeals thereof and (b) In the Matter of: Equitable Resources, Inc. et al before the
Federal Trade Commission, Docket No. 9322 (collectively, the “FTC
Litigation”).  Equitable shall take
commercially reasonable measures to sequester any and all materials subject to
the confidentiality obligations of the Confidentiality Agreement and the
Sensitive Confidentiality Agreement, and shall access such materials solely as
required in connection with the FTC Litigation and for no other purpose.


 


 


 

















 


 


4.               Each Party hereby releases
the other Party and its trustees, directors, officers, employees, agents and
Affiliates from each and all of their obligations and any claims and demands,
in each case arising out of or in connection with the SPA, except with respect
to (a) the Confidentiality Agreement; (b) the Sensitive Information
Confidentiality Agreement; (c) claims of fraud; and (d) this Mutual
Termination Agreement.  UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY, OR ITS AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS, BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES
RELATED TO LOST BUSINESS, LOST PROFITS, LOSS OF USE, AND LOSS OF DATA, OR
FAILURE TO REALIZE SAVINGS OR BENEFITS) ARISING UNDER THE SPA, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH LOSS.


 


[Remainder of this Page Intentionally
Left Blank]


 


 

















 


IN WITNESS WHEREOF, Equitable and Dominion
have executed this Agreement effective as of the date first written above.


 


	
  EQUITABLE RESOURCES, INC.,

  	
   

  	
  DOMINION RESOURCES, INC.

  
	
  a Pennsylvania corporation

  	
   

  	
  a Virginia corporation

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Murry S. Gerber

  	
   

  	
  By:

  	
  /s/Thomas N. Chewning

  	
   

  	 

	
  Name:

  	
  Murry S. Gerber

  	
   

  	
  Name:

  	
  Thomas N. Chewning

  	
   

  
	
  Title: 

  	
  Chairman and 

  	
   

  	
  Title:

  	
  Executive Vice President
  and

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  	
  Chief Financial Officer