Exhibit 10.18(a)


 


CHANGE OF CONTROL AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) dated as of the 23rd day of October 2000 (the “Effective
Date”) by and between EQUITABLE RESOURCES, INC., a Pennsylvania corporation
with its principal place of business at Pittsburgh, Pennsylvania (the “Company”),
and Charlene J. Gambino, an individual (the “Employee”);


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined 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 accomplish the foregoing objectives, the Company and the Employee
desire to enter into this Agreement.


 


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 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 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 


 


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                                                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 two 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 two 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 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 24  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 24 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; (vii) reimbursement to Employee of reasonable costs
incurred by Employee for outplacement services in the 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 


 


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                                                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.


 


(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


 


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                                                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 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 24-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


 


5

















 


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 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


 


6

















 


                                                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, 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 


 


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                                                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.


 


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.                                 Certain Reductions of Payments by the Company. Notwithstanding anything herein to the contrary,
if the aggregate of the amounts due the Employee under this Agreement and any other
plan or program of the Company constitutes a “Parachute Payment,” as such term
is defined in Section 280G of the Internal Revenue Code of 1986, as amended,
then the payments to be made to the Employee under this Agreement which are
included in the determination of such Parachute Payment shall be reduced to an
amount which, when added to the aggregate of all other payments to be made to
the Employee which are included in the determination of such Parachute Payment
as a result of the termination of his/her employment, will make the total
amount of such payment equal to 2.99 times his/her Base Amount. The
determinations to be made with respect to this paragraph shall be made by an
independent auditor (the “Auditor”) jointly selected by the Employee and the
Company and paid by the Company. In the event the payments to be made to the
Employee are required to be reduced pursuant to the limitations in this Section
10, the Company shall allow the Employee to select which payment or benefits
Employee wants the Company to reduce in order that the total amount of such
payment is equal to 2.99 times such Employee’s Base Amount. The Auditor shall
be a nationally recognized United States public accounting firm that has not,
during the two years preceding the date of its selection, acted in any way on
behalf of the Company or any of its subsidiaries.


 


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


 


8

















 


                                                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 1999 Long-Term Incentive Plan (the “1999 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.


 


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 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.


 


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


 


9

















 


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.


 


15.                                 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.


 


16.                                 Pronouns. Pronouns stated in either the masculine, feminine or neuter gender shall
include the masculine, feminine and neuter.


 


17.                                 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 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.
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.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gregory R. Spencer

  	
   

  
	
   

  	
   

  	
  Gregory
  R. Spencer

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  
	
   

  	
   

  	
  Administrative
  Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  One
  Oxford Centre

  
	
   

  	
  Suite
  3300

  
	
   

  	
  Pittsburgh,
  PA 15219

  
					



 


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  WITNESS:

  
	
   

  
	
   

  	
   

  	
  /s/
  Charlene J. Gambino

  	
   

  
	
   

  
	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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