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                                                                   Exhibit 10.2


                            EQUITABLE RESOURCES, INC.
                         2001 SHORT-TERM INCENTIVE PLAN


         EQUITABLE RESOURCES, INC. (the "Company") hereby establishes this
EQUITABLE RESOURCES, INC. 2001 SHORT-TERM INCENTIVE PLAN (the "Plan") as of this
1st day of January, 2001, in accordance with the terms provided herein.

         WHEREAS, the Company has maintained various incentive programs for the
benefit of its employees; and

         WHEREAS, the Company desires to consolidate the structure of the
incentive programs to a single, focused initiative which describes the goals of
the Company and the methodology for awarding incentive amounts under the
programs described within the Plan; and

         NOW, THEREFORE, the Company hereby adopts the terms of the Plan as
follows:

         Section 1. Incentive Program Purposes. The Company's main purposes in
providing the incentive programs described within the Plan (collectively, the
"Incentive Programs") are to maintain a competitive level of total cash
compensation and to align the interests of the Company's employees with those of
the Company's shareholders, customers, and with the strategic objectives of the
Company. By placing a portion of employee compensation at risk, the Company can
reward performance based on the overall performance of the Company, the business
segment and the individual contribution of each employee.

         Section 2. Effective Date. The effective date of this Plan is January
1, 2001. The Plan will remain in effect from year to year (each calendar year
shall be referred to herein as a "Plan Year") until formally amended or
terminated in writing by the Company's Chief Executive Officer.

         Section 3. Eligibility. Specific eligibility requirements for each
Incentive Program shall be proposed by the President of each business segment or
corporate officer, as applicable, and approved by the Company's Chief
Administrative Officer. Based upon such eligibility requirements, the Company's
Chief Administrative Officer or the Company's Director of Compensation and
Benefits, as applicable, may designate any eligible employee for participation
in the Plan in his or her complete and sole discretion. Eligible employees who
are designated to participate in an Incentive Program will be notified in
writing of their participation and given a Plan document for their reference.

         Section 4. Administration of the Plan. The Equitable Resources
Headquarters Short-Term Incentive Program (the "Headquarters Incentive
Program"), and any other Incentive Program that covers the officers of the
Company, shall be administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Company's Director of Compensation and Benefits
shall administer all other Incentive Programs under the general direction of the
Company's Chief Administrative Officer. On an annual basis, the Committee must
review and approve (a) the Plan, (b) the Headquarters Incentive Program, and
other Incentive Programs covering officers of the Company, (c) the Incentive
Targets, as defined in Section 8 of the Plan, for officers of the Company, (d)
the methodology for determining the incentive pools, including the Financial
Measures and the Value Drivers, as defined in Section 7 of the Plan, and (e) the
projected payout under the Plan and under each Incentive Program. The Committee
must also review and approve all incentive payments under the Headquarters
Incentive Program and other Incentive Programs covering officers of the Company,
as well as any proposed amendments to the Plan throughout the Plan Year.

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         Section 5. Incentive Programs. The following Incentive Programs shall
be administered under the Plan:

         o   Equitable Resources Headquarters Short-Term Incentive Program;

         o   Equitable Utilities Short-Term Incentive Program;

         o   Equitable Production Short-Term Incentive Program; and

         o   NORESCO Short-Term Incentive Program.

         Section 6. Definitions. The following provides the definition of
certain Financial Measures, defined in Section 7 of the Plan, as may be used in
the Incentive Programs:

         (a)      Net Income After Tax. Net Income After Tax, if used in the
                  Headquarters Incentive Program, is calculated as follows:

                           TOTAL REVENUE OF THE COMPANY MINUS TOTAL EXPENSES OF
                           THE COMPANY FOR THE PLAN YEAR.

                  For purposes of the foregoing calculation, Total Revenue shall
                  mean revenue from continuing operations. Income from unusual
                  items, as determined by the Company's Chief Financial Officer,
                  will be excluded. Expenses shall include interest, taxes,
                  corporate overhead and the accrual charge for the Incentive
                  Program funding. Expenses from unusual items, as determined by
                  the Company's Chief Financial Officer, will be excluded. The
                  Company's Chief Financial Officer is responsible for
                  determining this Financial Measure under the general direction
                  of the Committee.

                  Net Income After Tax, if used in all other Incentive Programs,
                  is calculated as follows:

                           TOTAL REVENUE OF THE APPLICABLE BUSINESS SEGMENT
                           MINUS TOTAL EXPENSES OF THE APPLICABLE BUSINESS
                           SEGMENT FOR THE PLAN YEAR.

                  For purposes of the foregoing calculation, the same
                  methodology described above is used, except that the following
                  process shall apply for calculating the expenses associated
                  with business segment interest and taxes:

                  Pro forma financials below the business segment "Earnings
                  before Interest and Taxes" line will be used. For purposes of
                  calculating interest and taxes, the business segment's capital
                  structure, tax rate, and interest rate will be fixed at the
                  capital structure, tax rate and interest rate reflected in the
                  respective business segment's final business plan for such
                  Plan Year. Interest will be determined by multiplying 1) the
                  predetermined interest rate, by 2) the predetermined
                  percentage debt in the capital structure and 3) the 12-month
                  average actual total capital employed during the year. Taxes
                  will be determined by multiplying the predetermined effective
                  tax rate by the business segment's pre-tax income and then
                  deducting a predetermined amount of investment tax credit
                  amortization. This calculation will be completed by the
                  President of the respective business segment and submitted to
                  the Company's Chief Financial Officer for review and approval.
                  The Company's Chief Financial Officer will determine, for
                  purposes of the Plan, the final business segment Net Income
                  After Tax under the general direction of the Committee.


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         (b)      Return on Total Capital. The Company's Return on Total Capital
                  is calculated as follows:

                    NET INCOME AFTER TAX + (INTEREST X (1 - EFFECTIVE TAX RATE))
                    ------------------------------------------------------------
                    (SHORT AND LONG TERM DEBT + PREFERRED STOCK + BOOK EQUITY)

                  For purposes of the foregoing calculation, all factors in the
                  denominator shall be calculated by determining each specific
                  factor at the end of each of the four quarters of the Plan
                  Year and at the end of December of the previous year. The
                  average of those five numbers shall be the value used for each
                  factor. The Company's Chief Financial Officer is responsible
                  for determining this Financial Measure under the general
                  direction of the Committee.

         (c)      Earnings per Share Growth Rate. The Company's Earnings per
                  Share Growth Rate is calculated as follows:

                      THE POSITIVE DIFFERENCE BETWEEN THE COMPANY'S EARNINGS PER
                      SHARE FOR THE PLAN YEAR AND THE YEAR IMMEDIATELY PRECEDING
                      THE PLAN YEAR, DIVIDED BY THE COMPANY'S EARNINGS PER SHARE
                      FOR THE YEAR IMMEDIATELY PRECEDING THE PLAN YEAR.

                  For purposes of the foregoing calculation, earnings per share
                  shall be as reported in the Company's published financial
                  statements for the subject year on a fully-diluted basis;
                  provided, however, that any changes in tax laws, the effects
                  of acquisitions and extraordinary items as defined by
                  generally accepted accounting principles, including
                  divestitures and Financial Accounting Standards Board
                  accounting changes, may be excluded in the discretion of the
                  Company's Chief Financial Officer under the general direction
                  of the Committee.

         (d)      Total Shareholder Return. The Company's Total Shareholder
                  Return ("TSR") is calculated as follows:

                                    (B + C) - A
                                     ----------
                                         A

                  For purposes of the foregoing calculation:

                  A is the average closing price of the Company's common stock
                  for the first ten trading days of the Plan Year.

                  B is the average closing price of the Company's common stock
                  for the last ten trading days of the Plan Year.

                  C is the dividends paid on the Company's common stock in the
                  Plan Year.

                  The Company's Chief Financial Officer is responsible for
                  determining this Financial Measure under the general direction
                  of the Committee.

         Section 7. Determination of Incentive Pools.

         (a)      All Incentive Programs provide for incentive payments that are
                  funded based on incentive pools. An incentive pool is created
                  for each Incentive Program. The base amount of each incentive
                  pool shall be determined by the extent to which one or more
                  specific and defined financial measures (the "Financial
                  Measures")


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                  are achieved for the Plan Year. One or more additional,
                  defined operational measures ("Value Drivers") may affect the
                  determination of the business segment incentive pools, in the
                  discretion of the Company's Chief Executive Officer. The Value
                  Drivers for each of the business segment incentive pools are
                  attached hereto as Attachment A.

         (b)      The following chart provides the specific Financial Measures
                  for each of the Incentive Programs.
<TABLE>
<CAPTION>

                  ------------------------------------------------------------------------------------
                              INCENTIVE PROGRAM                      FINANCIAL MEASURES
                  ------------------------------------------------------------------------------------
                  <S>                                        <C>
                  Equitable Resources Headquarters           o  Return on Total Capital
                                                             o  Earnings per Share Growth Rate
                  ------------------------------------------------------------------------------------
                  Equitable Utilities                        Net Income After Tax
                  ------------------------------------------------------------------------------------
                  Equitable Production                       Net Income After Tax
                  ------------------------------------------------------------------------------------
                  NORESCO                                    Net Income After Tax
                  -----------------------------------------------------------------------------------
</TABLE>

         (c)      Each incentive pool is determined based on the Financial
                  Measures listed above and, if applicable, the Value Drivers
                  listed on Attachment A. The base amount of each incentive pool
                  is determined by reference to the Financial Measures
                  applicable to the particular Incentive Program to which they
                  pertain. Attachment B to this Plan specifies the base amount
                  for each incentive pool, expressed as a multiple of the total
                  of all Incentive Targets, as defined in Section 8 of the Plan,
                  of those participants in each particular Incentive Program.
                  The Chief Executive Officer of the Company (the "CEO") may, in
                  his sole and absolute discretion, adjust the determination of
                  the base amount of any business segment incentive pool (i) by
                  any amount up to fifty (50%) percent based on the Value
                  Drivers applicable to the particular business segment
                  incentive pool and (ii) by any amount up to twenty-five
                  percent (25%) based on the impact of weather, the prices of
                  gas, oil and liquids, and/or any acquisitions or divestitures.
                  The Committee may, in its sole and absolute discretion, adjust
                  the determination of the base amount of the Headquarters
                  Incentive Program by an amount of up to twenty-five percent
                  (25%) based on the impact of weather, the prices of gas, oil
                  and liquids, and/or any acquisitions or divestitures. Such
                  adjustments by the CEO or the Committee may be either positive
                  or negative.

         Section 8. Incentive Targets. Each participant under the Plan shall be
given an incentive target (an "Incentive Target") that shall be determined based
on market competitive levels. Incentive Targets for all corporate officers shall
be determined within 90 days of the commencement of each Plan Year and approved
by the Committee. All other Incentive Targets shall be determined within 90 days
of the commencement of each Plan Year by the Company's Director of Compensation
and Benefits, in consultation with the appropriate business segment President or
corporate officer, as applicable, and approved by the Company's Chief
Administrative Officer. Actual incentive awards payable ("Incentive Awards")
shall be based on the overall determination of the incentive pools and on
individual performance.

         Section 9. Performance Goals.

         (a)      Each participant shall have specific performance goals (the
                  "Performance Goals") determined for his or her position for
                  the subject Plan Year. These Performance


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                  Goals must support the approved business plan of the Company,
                  affiliate or business unit, as applicable, and should identify
                  how the participant will support any specific Value Drivers
                  established.

         (b)      A copy of each participant's Performance Goals and objectives
                  shall be determined in writing, and kept on file with the
                  appropriate business segment Human Resources Department, by
                  February 28 of the Plan Year to which they relate.

         (c)      Following the determination of the incentive pools as
                  described in Section 7, an evaluation of each participant's
                  actual performance relative to his or her individual
                  Performance Goals for the Plan Year shall be completed.
                  Performance can be rated as Exceptional, Successful and Lower
                  Ten Percent. The definition of each rating is as follows:

                    Performance Level                 Performance Definition
                    -----------------                 -----------------------
                    Exceptional                       Performance consistently
                                                      exceeds established
                                                      expectations. Performance
                                                      at this level creates new
                                                      standards of performance.

                    Successful                        Performance meets and
                                                      often exceeds established
                                                      performance expectations.

                    Lower                             Ten Percent Performance is
                                                      not meeting expectations
                                                      in one or more of the
                                                      performance goals.
                                                      Performance at this level
                                                      is a serious problem and
                                                      will result in no
                                                      incentive payment.


Based on the evaluation of the employee's performance relative to his or her
Performance Goals, individual performance adjustments can be made by the
business segment President or appropriate corporate officer, as applicable,
ranging from elimination of the Incentive Target to 150% of the Incentive
Target. The Company's Chief Executive Officer must approve all individual
performance adjustments under the Plan and may make individual performance
adjustments in excess of 150%.

         Section 10. Distributing the Incentive Pool. Incentive Awards may be
earned based on the determination of the incentive pools and individual
performance as follows:

         (1)      The incentive pool is determined as described in Section 7. If
                  the Financial Measures for the incentive pool are not
                  achieved, the process to calculate Incentive Awards for the
                  related Incentive Program is terminated.

         (2)      The performance of each employee is reviewed by the business
                  segment President or appropriate corporate officer, as
                  applicable, and the individual performance adjustment
                  described in Section 9, if any, is applied as appropriate to
                  the employee's original Incentive Target.

         (3)      The Incentive Targets for each employee within an incentive
                  pool, after giving effect to the individual performance
                  adjustments described in Section 9, are totaled. Each
                  employee's adjusted Incentive Target is then calculated as a
                  percent of the total adjusted Incentive Targets for all
                  employees within the incentive pool.

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         (4)      The percent assigned to each employee in step 3 is multiplied
                  by the total incentive pool generated, resulting in the amount
                  of the employee's actual Incentive Award payable.

         (5)      Additional amounts, if any, are distributed in the Company's
                  discretion.

Except as provided in Sections 11 and 14 of the Plan, the amount of the
Incentive Awards payable, as calculated in Step 4, above, shall be paid in cash
to participants as promptly as practicable following the end of a Plan Year and
after the determination of the incentive pools and the achievement of the
Performance Goals. A participant shall have no vested interest or other rights
to any Incentive Award hereunder prior to its actual payment.

         Section 11. Incentive Pool Calculation and Distribution for Selected
Employees.

         (a)      Employees who directly report to the CEO and are Presidents of
                  the Company's business segments will have eighty percent (80%)
                  of their Incentive Award tied to the performance of the
                  Headquarters Incentive Program incentive pool and twenty
                  percent (20%) of their Incentive Award tied to the performance
                  of their specific business segment incentive pool. Employees
                  who directly report to Presidents of the Company's business
                  segments will have twenty percent (20%) of their Incentive
                  Award tied to the performance of the Headquarters Incentive
                  Program incentive pool and eighty percent (80%) of their
                  Incentive Award tied to the performance of the appropriate
                  business segment incentive pool.

         (b)      Except as otherwise determined by the Committee, employees who
                  directly report to the CEO will be required to defer twenty
                  percent (20%) of their Incentive Award into the Company's
                  common stock fund under and pursuant to the Company's Deferred
                  Compensation Plan. Except as otherwise determined by the
                  Committee, employees who directly report to executives who
                  report directly to the CEO will be required to defer ten
                  percent (10%) of their Incentive Award into the Company's
                  common stock fund under and pursuant to the Company's
                  Deferred Compensation Plan.

         Section 12. Impact on Benefit Plan. Payments under the Plan shall not
be considered as earnings for purposes of the Company's qualified retirement
plans or any such retirement or benefit plan unless specifically provided for
and defined under such plans.

         Section 13. Tax Consequences. It is intended that nothing in the Plan
shall change the tax consequences of the Plans under Federal or State law and
specifically shall not cause the participants in the Incentive Programs to be
taxed currently under the Constructive Receipt or Economic Benefit Doctrines and
as expressed in Sections 451 and 83 of the Internal Revenue Code of 1986, as
amended.

         Section 14. Change of Status. In making decisions regarding employees'
participation in the Plan, the Company's Chief Administrative Officer or
Director of Compensation and Benefits, as applicable, may consider any factors
that he or she may consider relevant. The following guidelines are provided as
general information regarding employee status changes upon the occurrence of the
events described below, provided that the recommendation to include an employee
in the Plan must originate from the business segment President or appropriate
corporate officer, as applicable:

         (a)      New Hire, Transfer, Promotion. A newly hired employee will
                  participate in the Plan Year following the year in which they
                  are hired, unless otherwise specified in their employment
                  offer. An employee who is promoted or transferred during


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                  the Plan Year to a position qualifying for participation may
                  be recommended for a pro rata Incentive Award based on the
                  level of participation in his or her previous program and the
                  percentage of the Plan Year the employee is in the
                  participating position. This includes employees who leave
                  positions that qualify for incentive payments in other Company
                  business segments. These potential payments shall be
                  considered when determining the employee's Incentive Target
                  and Incentive Award under this Plan.

         (b)      Demotion. No Incentive Award shall be paid to an employee who
                  has been demoted during the Plan Year because of performance.
                  If the demotion is due to an organizational change, a pro rata
                  Incentive Award may be made, provided the employee otherwise
                  qualifies for payment of an Incentive Award.

         (c)      Termination. No Incentive Award shall be paid to any employee
                  whose services are terminated prior to payment of an Incentive
                  Award for reasons of misconduct, failure to perform, or other
                  cause. If the termination is due to reasons such as
                  reorganization, and not due to the fault of the employee, the
                  employee may be considered for a pro rata Incentive Award,
                  provided the employee otherwise qualifies for payment of an
                  Incentive Award.

         (d)      Resignation. No Incentive Award shall be paid to an employee
                  who resigns for any reason, including retirement, before
                  Incentive Awards are paid; provided, however, if the employee
                  has voluntarily terminated his or her employment with the
                  Company's consent, the employee may be considered for a pro
                  rata Incentive Award, provided the employee otherwise
                  qualifies for payment of an Incentive Award.

         (e)      Death and Disability. An employee whose status as an active
                  employee is changed prior to payment of an Incentive Award for
                  any reason other than the reasons cited above may be
                  considered for a pro rata Incentive Award, provided the
                  employee otherwise qualifies for payment of an Incentive
                  Award. In the event that an Incentive Award is paid on behalf
                  of an employee who has terminated employment by reason of
                  death, any such payments or other amounts due shall be paid to
                  the employee's estate.

Nothing in the Plan, in any Program or in any Incentive Target or Incentive
Award shall confer any right on any employee to continue in the employ of the
Company.

         Section 15. Dispute Resolution. The following is the exclusive
procedure to be followed by all participants in resolving disputes arising from
participation in and payments made under the Plan. All disputes relative to a
given Plan Year must be presented to the Chief Administrative Officer of the
Company within thirty (30) days following the payment date of the Incentive
Award for that Plan Year, or the participant's right to dispute a payment will
be irrevocably waived. Once the Chief Administrative Officer has been notified
of a dispute, he or she will assemble a Compensation Review Committee (the
"CRC") to review the issue. The CRC will consist of the following: the Chief
Administrative Officer, the manager of the employee with the dispute, the
President of the business segment, and a peer chosen by the employee with the
dispute. The employee with the concern will be given an opportunity to present
his or her issues to the CRC. A decision will be rendered by the CRC within ten
(10) business days of the meeting. The Chief Administrative Officer will be
responsible for preparing a written version of the decision. This decision may
be appealed to the President and Chief Executive Officer of the Company.
Appealed decisions will be reviewed by the President and Chief Executive Officer
with information requested from the appropriate parties as he or she may


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determine in his or her sole discretion. The decision made by the President and
Chief Executive Officer regarding the matter is final and binding on all Plan
participants.

         Section 16. Amendment or Termination of this Plan. The Company shall
have the right to amend or terminate the Plan at any time by written action
approved by the Committee, provided that any amendment or termination shall not
affect any amounts deferred into the Company's Deferred Compensation Plan and
that no employee or participant shall have any vested right to payment of any
Incentive Award hereunder prior to its payment. The Company shall notify
affected employees in writing of any amendment or Plan termination.


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