Exhibit 10.07


 


Equitable Resources, Inc.


2005 DIRECTORS’ DEFERRED
COMPENSATION PLAN


(amended and restated December 3, 2008)


 


ARTICLE I


 


 1.1         Purpose of
Plan.


 


This Equitable Resources, Inc. 2005
Directors’ Deferred Compensation Plan (the “2005
Plan”) hereby is created to provide an opportunity for the members
of the Board of Directors of Equitable Resources, Inc. (the “Board”) to defer payment of all or a
portion of the fees to which they are entitled as compensation for their
services as members of the Board.  The
2005 Plan also shall administer the payment of stock units and phantom stock
awarded pursuant to the 1999 Equitable Resources, Inc. Non-Employee
Directors’ Stock Incentive Plan (the “NEDSIP”).


 


ARTICLE II


 


DEFINITIONS


 


When used in this 2005 Plan and initially
capitalized, the following words and phrases shall have the meanings indicated:


 


2.1           “Account” means the total of a
Participant’s Deferral Account and Phantom Stock Account under the 2005 Plan.


 


2.2           “Beneficiary” means the person or persons designated
or deemed to be designated by the Participant pursuant to Section 7.1 of
the 2005 Plan to receive benefits payable under the 2005 Plan in the event of
the Participant’s death.


 


2.3           “Change in
Control” means
any of the following events:


 


(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;
provided, however, the following shall not constitute a Change in Control:  (i) any acquisition by 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 and (ii) an
acquisition by any person or group of persons of not more than forty percent
(40%) of the outstanding shares of Company common stock or the combined voting
power of the then outstanding voting securities of the Company if such
acquisition resulted from the issuance of capital stock by the Company and the
issuance and the acquiring person or group was approved in advance of such
issuance by at least two-thirds of the Continuing Directors then in office;


 


(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 sixty percent (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 (A) 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, or (B) any person or group that satisfied the
requirements of subsection (b)(ii), above) 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 transaction and (iii) individuals
who were members of the Board 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 (sometimes referred to herein as “Continuing Directors”)
cease for any reason to constitute a majority of the number of 


 


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directors then serving:  individuals who, on the date hereof,
constitute the entire Board 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 effective date of the Plan or whose
appointment, election or nomination for election was previously so approved.


 


2.4          “Code” means the Internal Revenue Code
of 1986, as amended.


 


2.5          “Committee” means the Compensation Committee
of the Board.


 


2.6          “Company” means Equitable Resources, Inc.
and any successor thereto.


 


2.7          “Deferral
Account” means
the recordkeeping account established on the books and records of the Company
to record a Participant’s deferral amounts under Section 5.1 of the 2005
Plan, plus or minus any investment gain or loss allocable thereto under Section 5.4
of the 2005 Plan.


 


2.8          “Directors’
Fees” means the
fees that are paid by the Company to members of the Board as compensation for
services performed by them as members of the Board.


 


2.9          “Enrollment
Form” means the
agreement to participate and related elections filed by a Participant pursuant
to Section 5.1 of the 2005 Plan, in the form prescribed by the Committee,
directing the Company to reduce the amount of Directors’ Fees otherwise
currently payable to the Participant and credit such amount to the Participant’s
Deferral Account hereunder.


 


2.10        “Hardship
Withdrawal” shall
have the meaning set forth in Section 6.3 of the 2005 Plan.


 


2.11        “Investment
Options” means
the investment options described in Exhibit A to the 2005 Plan into which
a Participant may direct all or part of his or her Deferral Account.


 


2.12        “Investment
Return Rate” means:


 


(a)                                  In the case of an Investment
Option named in Exhibit A of a fixed income nature, the interest deemed to
be credited as determined in accordance with the procedures applicable to the
same investment option provided under the Equitable Resources, Inc.
Employee Savings Plan, originally adopted September 1, 1985, as amended (“Equitable 401(k) Plan”);


 


(b)                                 In the case of a Investment
Option named in Exhibit A of an equity investment nature, the increase or
decrease in deemed value and any dividends deemed to be credited as determined
in accordance with the procedures applicable to the same investment option
provided under the Equitable 401(k) Plan; or


 


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(c)                                  In the case of the Equitable
Resources Common Stock Fund, the increase or decrease in the deemed value, and
the reinvestment in the Equitable Resources Common Stock Fund of any dividends
deemed to be credited, as determined in accordance with the procedures
applicable to investments in the Equitable Resources Common Stock Fund under
the Equitable 401(k) Plan.


 


2.13        “Irrevocable
Trust” means a
grantor trust that may be
established prior to the occurrence of a Change in Control of the Company to
assist the Company in fulfilling its obligations under this 2005 Plan but which
shall be established by the
Company in the event of a Change in Control of the Company.  All amounts held in such Irrevocable Trust
shall remain subject to the claims of the general creditors of the Company and
Participants in this 2005 Plan shall have no greater rights to any amounts held
in any such Irrevocable Trust than any other unsecured general creditor of the
Company.


 


2.14        “Participant” means any non-employee member of
the Board (i) who receives an award of Phantom Stock under the NEDSIP
and/or (ii) who elects to participate in the 2005 Plan for purposes of
deferring his or her Directors’ Fees by filing an Enrollment Form with the
Committee pursuant to Section 5.1 of the 2005 Plan.


 


2.15        “Phantom Stock”
means those
shares of the common stock or stock units of the Company:


 


(i)                                     awarded pursuant to the NEDSIP,
and


 


(ii)                                  which will be distributed to
eligible 2005 Plan Participants in the medium elected by the 2005 Plan
Participant and on the date or permissible payment event specified in the
Phantom Stock Agreement, which date or permissible payment event is deemed to
be incorporated by reference herein.


 


2.16        “Phantom Stock
Account” means
the recordkeeping account established on the books and records of the Company
to record the number of shares of Phantom Stock allocated to a Participant
under the 2005 Plan.


 


2.17        “Phantom Stock
Agreement” means
any agreements and/or terms of award of Phantom Stock under the NEDSIP pursuant
to which Phantom Stock is or may be payable.


 


2.18        “2005 Plan” means this Equitable Resources, Inc.
2005 Directors’ Deferred Compensation Plan, as amended from time to time.


 


2.19        “Plan Year” means the twelve-month period
commencing each January 1 and ending on December 31.


 


2.20        “Valuation Date”
means the last
day of each calendar quarter and any other date determined by the Committee or
specified herein.


 


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ARTICLE III


 


ELIGIBILITY AND
PARTICIPATION


 


3.1          Eligibility for
Phantom Stock Account.


 


Eligibility
to participate in the 2005 Plan for purposes of the Phantom Stock Account under
Article IV of the 2005 Plan is limited to those non-employee members of
the Board who receive Phantom Stock pursuant to the terms of the NEDSIP.  An eligible Board member shall commence
participation in the 2005 Plan for purposes of the Phantom Stock Account on the
date on which an award of Phantom Stock is made pursuant to the terms of the
NEDSIP.


 


3.2          Eligibility for
Deferral Account.


 


Eligibility to participate in the 2005 Plan
for purposes of deferring Directors’ Fees under Section 5.1 of the 2005
Plan is limited to non-employee members of the Board.  An eligible Board member shall commence
participation in the 2005 Plan for purposes of deferring Directors’ Fees as of
the first day of the Plan Year following the receipt of his or her Enrollment Form by
the Committee in the preceding calendar year or within 30 days of first
becoming eligible to participate in the 2005 Plan, aggregated within the
meaning of Section 409A of the Code, if such date occurs after the
commencement of the Plan Year.


 


ARTICLE IV


 


PHANTOM STOCK ACCOUNT


 


4.1          Phantom Stock
Award.


 


As of the date of any Phantom Stock award
pursuant to the terms of the NEDSIP, the Phantom Stock Account of a Participant
eligible for such award shall be credited with the number of Phantom Stock
units as specified in such award.  The
Company shall not be required to contribute any shares or other property to the
Irrevocable Trust for such awards.


 


4.2          Valuation of
Phantom Stock Account; Deemed Reinvestment of Dividends.


 


As of each Valuation Date, the value of a
Participant’s Phantom Stock Account shall equal (i) the value of the
number of shares of Phantom Stock credited to such account as of the last Valuation
Date, plus (ii) the value of the number of shares of Phantom Stock deemed
to have been credited to such account as a result of the deemed reinvestment of
any dividends deemed to have been paid on such Phantom Stock since the last
Valuation Date.  Any dividends paid on
the common stock of the Company shall be deemed to be paid on the Phantom Stock
under the 2005 Plan in an equal amount; provided, however, that to the extent
they are paid in a form other than additional shares of the common stock of the
Company, they shall be deemed to be immediately reinvested in such number of
shares of the common stock of the Company as are represented by the aggregate
amount of the dividends divided by the value of one share of the common stock
of the Company on the date the dividend is paid.


 


For purposes of this 2005 Plan, the “value”
of a share of Phantom Stock shall be deemed to equal the closing price of a
share of Company common stock as listed on the New York Stock 


 


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Exchange (“NYSE”)
on any date of reference.  In the event
that the date of reference is a date on which the NYSE is not open for
business, the value of a share of Phantom Stock shall equal the average of the
closing prices on the dates immediately preceding and following the date of
reference during which the NYSE was open for business.  Notwithstanding anything in this 2005 Plan to
the contrary, the Company may adopt alternate procedures for determining the
value of Phantom Stock in the event Company common stock ceases to be traded on
the NYSE or to reflect the occurrence of a Conversion Event described in Section 4.3.


 


For purposes of determining the value of the
Phantom Stock credited to a Participant’s Phantom Stock Account as of any time
of reference, each share of Phantom Stock shall be deemed equivalent in value
to one share of the outstanding shares of common stock of the Company.  For purposes of valuing a Participant’s
Phantom Stock Account upon the termination of his or her membership on the
Board, the Valuation Date shall be the business day coincident with the
termination of the Participant’s Board membership.


 


4.3          Adjustment and
Substitution of Phantom Stock.


 


In the event of:  (a) a stock split
(or reverse stock split) with respect to the common stock of the Company; (b) the
conversion of the common stock of the Company into another form of security or
debt instrument of the Company; (c) the reorganization, merger or
consolidation of the Company into or with another person or entity; or (d) any
other action which would alter the number of, and/or shareholder rights of,
holders of outstanding shares of the common stock of the Company (collectively,
a “Conversion Event”), then,
notwithstanding the fact that 2005 Plan Participants have no rights to the
shares of Company common stock represented by their Phantom Stock Account nor
to the shares of such Company common stock which may be contributed by the
Company to the Irrevocable Trust, the number of shares of Phantom Stock then
allocated to a Participant’s Phantom Stock Account shall be deemed to be
converted, to the extent possible, to reflect any such Conversion Event to the
same extent as the shares of holders of outstanding shares of Company common
stock would have been converted upon the occurrence of the Conversion
Event.  On and after any such Conversion
Event, this 2005 Plan shall be applied, mutatis
mutandis, as if the Participant’s Phantom Stock Account was
comprised of the cash, securities, notes or other instruments into which the
outstanding shares of Company common stock was converted.  Following the occurrence of a Conversion
Event, the Board is authorized to amend the 2005 Plan as it, in its sole
discretion, determines to be necessary or appropriate to address any
administrative or operational details presented by the Conversion Event which
are not addressed in the 2005 Plan.


 


4.4          Shareholder
Rights.


 


Except as specifically provided herein, an
award of Phantom Stock under the 2005 Plan shall not entitle a Participant to
voting rights or any other rights of a shareholder of the Company.


 


4.5          Statement of
Phantom Stock Account.


 


As soon as administratively feasible
following the last day of each calendar quarter, the Committee shall provide to
each eligible Participant a statement of the value of his or her Phantom Stock
Account as of the most recent Valuation Date.


 


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ARTICLE V


 


DEFERRAL ACCOUNT


 


5.1          Deferral of
Directors’ Fees.


 


Any non-employee member of the Board may
elect to defer a specified percentage of his or her Directors’ Fees under the
2005 Plan by submitting to the Committee a written Enrollment Form.  Such election shall be effective with respect
to Directors’ Fees paid for services performed by such Participant beginning
the first day of the Plan Year following the receipt by the Committee of the
Participant’s Enrollment Form in the preceding calendar year and shall
remain in effect for the Plan Year.  A
Participant may not withdraw or amend his or her Enrollment Form during the
Plan Year.


 


5.2          Investment
Direction.


 


A Participant may direct that amounts
deferred pursuant to his or her Enrollment Form be deemed to be invested
in one or more of the Investment Options listed in Exhibit A to the 2005
Plan (a “New Money Election”) and
credited with shares or units in each such Investment Option in the same manner
as equivalent contributions would be invested under the same Investment Options
available under the Equitable 401(k) Plan. 
Except as otherwise provided with respect to directions to invest in the
Equitable Resources Common Stock Fund (“Company
Stock Fund”), a Participant may direct that amounts previously
credited to his or her Deferral Account and deemed invested in the available
Investment Options be transferred between and among the then available
Investment Options (a “Reallocation Election”).  Special rules apply to directions to
invest in the Company Stock Fund.  No
restrictions are placed on New Money Elections. 
Accordingly, a Participant may make a New Money Election to invest in
the Company Stock Fund or to cease future investments in such Fund in the same
manner as any other Investment Option. 
Reallocation Elections, however, may not direct that amounts previously credited to a
Participant’s Deferral Account and which were directed to be invested in the
Company Stock Fund be transferred out
of such Fund and into another Investment Option.  Reallocation Elections into the Company Stock Fund are
permitted.  Accordingly, no restrictions
apply to Reallocation Elections directing that amounts previously credited to a
Participant’s Deferral Account and which were directed to be invested in an
Investment Option other
than the Company Stock Fund be transferred out of such other
Investment Option and into the Company Stock Fund.


 


Except as otherwise provided with respect to
the Company common stock, regardless of whether the investment direction is a
New Money Election or a Reallocation Election, a Participant’s Deferral Account
shall only be deemed to be invested in such Investment Options for purposes of
crediting investment gain or loss under Section 5.4 of the 2005 Plan and
the Company shall not be required to actually invest, on behalf of any
Participant, in any Investment Option listed on Exhibit A to the 2005
Plan.  Notwithstanding the preceding
sentence, the Company may, but shall not be required to, elect to make
contributions to an Irrevocable Trust in an amount equal to the amounts
deferred by Participants and actually invest such contributions in the
Investment Options elected by a particular Participant; provided, however,
that the Company shall contribute shares of Company common stock to the
Irrevocable Trust in an amount equal to the aggregate number of shares of
Company common stock represented by Participant investment directions to 


 


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the Company Stock Fund.  Any such contributions to an Irrevocable
Trust and related investments shall be solely to assist the Company in
satisfying its obligations under this 2005 Plan and no Participant shall have
any right, title or interest whatsoever in any such contributions or
investments.


 


All investment elections shall be made by
written notice to the Committee in accordance with uniform procedures
established by the Committee; provided, however, that investment directions to
an Investment Option must be in multiples of whole percents (1%) or whole
dollars ($1.00).  Any such investment
election shall be effective as of the Valuation Date immediately following the
date on which the written notice is received and shall remain in effect until
changed by the Participant.  In the event
that a Participant fails to direct the investment of his or her account, the
Committee shall direct such Participant’s Deferral Account to an Investment
Option named in Exhibit A of a fixed income nature.


 


5.3          No Right to
Investment Options.


 


Notwithstanding anything in the 2005 Plan to
the contrary, the Investment Options offered under the 2005 Plan may be changed
or eliminated at any time in the sole discretion of the Benefits Investment
Committee of the Company.  Prior to the
change or elimination of any Investment Option under the 2005 Plan, the
Committee shall provide written notice to each Participant with respect to whom
a Deferral Account is maintained under the 2005 Plan and any Participant who
has directed any part of his or her Deferral Account to such Investment Option
shall be permitted to redirect such portion of his or her Deferral Account to
another Investment Option offered under the 2005 Plan.


 


5.4          Crediting of
Investment Return.


 


Each Participant’s Deferral Account shall be
credited with deemed investment gain or loss at the Investment Return Rate as
of each Valuation Date, based on the average daily balance of the Participant’s
Deferral Account since the immediately preceding Valuation Date, but after such
Deferral Account has been adjusted for any contributions or distributions to be
credited or deducted for such period. 
Until a Participant or his or her Beneficiary receives his or her entire
Deferral Account, the unpaid balance thereof shall be credited with investment
gain or loss at the Investment Return Rate, as provided in this Section 5.4
of the 2005 Plan.


 


5.5          Valuation of
Deferral Account.


 


As of each Valuation Date, a Participant’s
Deferral Account shall equal (i) the balance of the Participant’s Deferral
Account as of the immediately preceding Valuation Date, plus (ii) the
Participant’s deferred Directors’ Fees since the immediately preceding
Valuation Date, plus or minus (iii) investment gain or loss credited as of
such Valuation Date pursuant to Section 5.4 of the 2005 Plan, and minus (iv) the
aggregate amount of distributions, if any, made from such Deferral Account
since the immediately preceding Valuation Date. 
For purposes of valuing a Participant’s Deferral Account upon the
termination of the Participant’s membership on the Board, the Valuation Date
shall be the business day coinciding with the date of the termination of the
Participant’s Board membership.


 


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5.6          Statement of
Deferral Account.


 


As soon as administratively feasible
following the last day of each calendar quarter, the Committee shall provide to
each Participant a statement of the value of his or her Deferral Account as of
the most recent Valuation Date.


 


ARTICLE VI


 


PAYMENT OF BENEFITS


 


6.1          Payment of
Phantom Stock Account.


 


On the date, or other permissible payment
event under Section 409A of the Code, provided for payment pursuant to the
terms of a Phantom Stock Agreement, which date or other permissible payment
event under Section 409A of the Code is deemed to be incorporated by
reference herein, the Company shall pay or distribute to the Participant or, in
the event of the Participant’s death, to his Beneficiary, either an amount
equal to the value of the Participant’s Phantom Stock Account then payable, or
the number of shares of Company common stock then payable, whichever medium is
elected by the Participant if so provided in the award, based on awards credited
to the Participant’s Phantom Stock Account pursuant to Section 4.1 of the
2005 Plan, as determined in accordance with Article IV of the 2005 Plan,
less any income tax withholding required under applicable law.


 


6.2          Payment of
Deferral Account.


 


Thirty (30) days following a Participant’s
termination of membership on the Board and in accordance with the election
provided in Section 6.4 of the 2005 Plan, and without regard to whether
the Participant is entitled to payment of his or her Phantom Stock Account, the
Company shall pay, or commence payment to, the Participant or, in the event of
the Participant’s death, to his Beneficiary, an amount equal to the  value of the Participant’s Deferral
Account, as determined in accordance with Article V of the 2005 Plan, less
any income tax withholding required under applicable law.  Except as otherwise provided in the following
sentence, such payment shall be made in cash in the form elected by the
Participant pursuant to Section 6.4 of the 2005 Plan.  Notwithstanding the preceding sentence, to
the extent the Participant had directed that any portion of his Deferral
Account be invested in the Company Stock Fund, the Company shall distribute
such portion in such number of shares of Equitable Resources Common Stock as
would be represented by an equal amount invested in the Company Stock Fund
under the Company 401(k) Plan.  For
purposes of this 2005 Plan, the term “termination of membership”, when used in
the context of a condition to, or timing of, payment hereunder shall be
interpreted to mean a “separation from service” as that term is used in Section 409A
of the Code.


 


6.3          Hardship
Withdrawal from Deferral Account.


 


In the event that the Committee, in its sole
discretion, determines upon the written request of a Participant in accordance
with uniform procedures established from time to time by the Committee, that
the Participant has suffered an unforeseeable emergency, the Company may pay to
the Participant in a lump sum as soon as administratively feasible following
such determination, an amount necessary to meet the emergency, but not
exceeding the aggregate 


 


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balance of such Participant’s Deferral
Account as of the date of such payment (a “Hardship
Withdrawal”).  Any such
Hardship Withdrawal shall be subject to any income tax withholding required
under applicable law.  The Participant
shall provide to the Committee such evidence as the Committee may require to
demonstrate that such emergency exists and financial hardship would occur if
the withdrawal were not permitted.


 


For purposes of this Section 6.3, an “unforeseeable
emergency” shall mean a severe financial hardship to the Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, the
Participant’s Beneficiary, or the Participant’s dependent (as defined in Section 152
of the Code, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)),
loss of the Participant’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, or as otherwise defined in Section 409A
of the Code from time to time.  The
amount of a Hardship Withdrawal may not exceed the amount the Committee
reasonably determines to be necessary to meet such emergency needs (including
taxes incurred by reason of a taxable distribution) after taking into account
the extent that such emergency is or may be relieved through reimbursement or
compensation from insurance or otherwise, by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not cause severe
financial hardship, or by the cessation of future deferrals under the 2005
Plan.


 


The form of payment of the Hardship
Withdrawal shall be a lump sum cash payment. 
For purposes of reducing a Participant’s Deferral Account and adjusting
the balances in the various Investment Options in which such reduced Deferral
Account is deemed to be invested to reflect such Hardship Withdrawal, amounts
represented by such Hardship Withdrawal shall be deemed to have been withdrawn
first, on a pro rata basis, from that portion of his Deferral Account deemed to
be invested in Investment Options other
than the Equitable Common Stock Fund (the “Non Stock Investments”) and, second, to
the extent the Hardship Withdrawal cannot be fully satisfied by a deemed
withdrawal of the Non Stock Investments, from the portion deemed invested in
the Company Stock Fund.


 


Notwithstanding the preceding, to the extent
the Participant had directed that any portion of his Deferral Account be
invested in the Company Stock Fund, the Company shall distribute such portion
in such number of shares of Equitable Resources Common Stock based on the value
at the date of distribution.


 


6.4           Form of
Payment.


 


(a)           In General.  A Participant may elect to receive that
portion of his or her Deferral Account payable hereunder in one of the
following forms:


 


(i)                                     Annual payments of a fixed
amount which shall amortize the value of the Deferral Account over a period of
five, ten, or fifteen years (together, in the case of each annual payment, with
interest and dividends credited thereto after the payment commencement date
pursuant to Section 5.4 of the 2005 Plan); or


 


(ii)                                  A lump sum.


 


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Such an election must be made in writing in
accordance with uniform procedures established by the Committee at the time of
filing the Enrollment Form with respect to the Plan Year.  In the event a Participant fails to make a
distribution election within the time period prescribed, his or her Deferral
Account shall be distributed in the form of a lump sum.  Payment of the Deferral Account shall be made
or commenced at the time specified in Section 6.2 upon the Participant’s
separation from service.


 


(b)           Distribution of Company Common
Stock.  In the event the Company is required to
distribute some or all of a Participant’s Deferral Account in shares of
Equitable Resources Common Stock in accordance with 2005 Plan Sections 6.1
and/or 6.2, the aggregate amount of such shares shall be distributed in the
same manner as the Participant elected in subsection (a).  To the extent the Participant elected an
installment form of payment, the number of shares of Equitable Common Stock to
be distributed in each installment shall be determined by multiplying (i) the
aggregate number of shares of Equitable Resources Common Stock deemed credited
to the Participant’s Deferral Account as of the installment payment date by (ii) a
fraction, the numerator of which is one and the denominator of which is the
number of unpaid installments, and by rounding the resulting number down to the
next whole number.


 


6.5          Payments to
Beneficiaries.


 


In the event of a Participant’s death prior
to the Participant’s termination of membership on the Board, the Participant’s
Beneficiary shall receive payment of the Phantom Stock Account (if any) in the
form provided in the Phantom Stock Agreement and/or Participant’s election as
to medium of payment ninety (90) days following the Participant’s death in the
medium elected by the Participant pursuant to Section 6.4 of the 2005
Plan, less any income tax withholding required under applicable law.  If no such election was made by the
Participant, the Participant’s Beneficiary shall receive payment of the
Participant’s Deferral Account in the form of a lump sum.  In the event of the Participant’s death after
commencement of installment payments under the 2005 Plan, but prior to receipt
of his or her entire Deferral Account, the Participant’s Beneficiary shall
receive the remaining installment payments at such times as such installments
would have been paid to the Participant until the Participant’s entire Deferral
Account is paid.


 


6.6          Limited Account
Size; Lump Sum Payment.


 


In the event that the value of a Participant’s
Account is not greater than the applicable dollar limit under Section 402(g)(1)(B) of
the Code as of the Valuation Date immediately preceding the commencement of
payment to the Participant under the 2005 Plan pursuant to this Section, the
Committee may inform the Company and the Company, in its sole discretion, may
choose to pay the benefit in the form of a lump sum, notwithstanding any
provision of the 2005 Plan or an election of a Participant under Section 6.4
of the 2005 Plan to the contrary, provided that the payment results in a
termination and liquidation of the entirety of the Participant’s interest under
the 2005 Plan, including all agreements, methods, programs, or other
arrangements with respect to which deferrals of compensation are treated as
having been deferred under a single nonqualified deferred compensation plan
under Treas. Reg. §1.409A-1(c)(2) and the requirements of
Treas. Reg. §1.409A-3(j)(v), or any successor regulation, are also
satisfied with respect to such payment.


 


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ARTICLE VII


 


BENEFICIARY DESIGNATION


 


7.1          Beneficiary
Designation.


 


Each Participant shall have the sole right,
at any time, to designate any person or persons as his or her Beneficiary to
whom payment may be made of any amounts which may become payable in the event
of his or her death prior to the complete distribution to the Participant of
his or her Account.  Any Beneficiary
designation shall be made in writing in accordance with uniform procedures
established by the Committee.  A
Participant’s most recent Beneficiary designation shall supersede all prior
Beneficiary designations.  In the event a
Participant does not designate a Beneficiary under the 2005 Plan, any payments due
under the 2005 Plan shall be made first to the Participant’s spouse; if no
spouse, then in equal amounts to the Participant’s children; if no children,
then to the Participant’s estate.


 


ARTICLE VIII


 


ADMINISTRATION


 


8.1          Committee.


 


The Committee shall have sole discretion
to:  (i) designate non-employee directors eligible to participate in
the 2005 Plan; (ii) interpret the provisions of the 2005 Plan; (iii) supervise
the administration and operation of the 2005 Plan; and (iv) adopt rules and
procedures governing the 2005 Plan.


 


8.2          Investments.


 


The Benefits Investment Committee of the
Company shall have the sole discretion to choose the Investment Options
available under the 2005 Plan and to change or eliminate such Investment
Options, from time to time, as it deems appropriate.


 


8.3          Agents.


 


The Committee may delegate its administrative
duties under the 2005 Plan to one or more individuals, who may or may not be
employees of the Company.


 


8.4          Binding Effect
of Decisions.


 


Any decision or action of the Committee with
respect to any question arising out of or in connection with the eligibility,
participation, administration, interpretation, and application of the 2005 Plan
shall be final and binding upon all persons having any interest in the 2005
Plan.


 


8.5          Indemnification
of Committees.


 


The Company shall indemnify and hold harmless
the members of the Committee and the Benefits Investment Committee and their
duly appointed agents under Section 8.3 against any and all claims,
losses, damages, expenses, or liabilities arising from any action or failure to
act 


 


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with respect to the 2005 Plan, except in the
case of gross negligence or willful misconduct by any such member or agent of
the Committee or Benefits Investment Committee.


 


ARTICLE IX


 


AMENDMENT AND TERMINATION OF PLAN


 


9.1          Amendment.


 


The Company (or its delegate) may at any
time, or from time to time, modify or amend any or all of the provisions of the
2005 Plan.  Where the action is to be
taken by the Company, it shall be accomplished by written action of the Board
at a meeting duly called at which a quorum is present and acting
throughout.  Where the action is to be
taken by a delegate of the Company, it shall be accomplished pursuant to any
procedures established in the instrument delegating the authority.  Regardless of whether the action is taken by
the Company or its delegate, no such modification or amendment shall have the
effect of reducing the value of any Participant’s Account under the 2005 Plan
as it existed as of the day before the effective date of such modification or
amendment, without such Participant’s prior written consent.  Written notice of any modification or
amendment to the 2005 Plan shall be provided to each Participant under the 2005
Plan.


 


9.2          Termination.


 


The Company, in its sole discretion, may
terminate this 2005 Plan at any time and for any reason whatsoever by written
action of the Board at a meeting duly called at which a quorum is present and
acting throughout; provided that such termination shall not have the effect of
reducing the value of any Participant’s Account under the 2005 Plan as it
existed on the day before the effective date of the termination of the 2005
Plan without such Participant’s prior written consent.  Any termination of the 2005 Plan shall not
affect the time and form of payment of any Accounts.


 


ARTICLE X


 


MISCELLANEOUS


 


10.1        Funding.


 


The Company’s obligation to pay benefits
under the 2005 Plan shall be merely an unfunded and unsecured promise of the
Company to pay money in the future. 
Except as otherwise provided in Section 5.2, prior to the
occurrence of a Change in Control, the Company, in its sole discretion, may
elect to make contributions to an Irrevocable Trust to assist the Company in
satisfying all or any portion of its obligations under the 2005 Plan.  Regardless of whether the Company elects to
or otherwise contributes to an Irrevocable Trust, 2005 Plan Participants, their
Beneficiaries, and their heirs, successors and assigns, shall have no secured
interest or right, title or claim in any property or assets of the Company.


 


Notwithstanding the foregoing, upon the
occurrence of an event resulting in a Change in Control, the Company shall make
a contribution to an Irrevocable Trust in an amount which, when added to the
then value of any amounts previously contributed to an Irrevocable Trust to
assist the 


 


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Company in satisfying all or any portion of
its obligations under the 2005 Plan, shall be sufficient to bring the total
value of assets held in the Irrevocable Trust to an amount not less than the
total value of all Participants’ Accounts under the 2005 Plan as of the
Valuation Date immediately preceding the Change in Control; provided that any
such funds contributed to an Irrevocable Trust pursuant to this Section 10.1
shall remain subject to the claims of the Company’s general creditors and
provided, further, that such contribution shall reflect any Conversion Event
described in Section 4.3.  Upon the
occurrence of the Change in Control of the Company, any adjustments required by
Section 4.3 shall be made and the Company shall provide to the trustee of
the Irrevocable Trust all 2005 Plan records and other information necessary for
the trustee to make payments to Participants under the 2005 Plan in accordance
with the terms of the 2005 Plan.


 


10.2        Nonassignability.


 


No right or interest of a Participant or
Beneficiary under the 2005 Plan may be assigned, transferred, or subjected to
alienation, anticipation, sale, pledge, encumbrance or other legal process or
in any manner be liable for or subject to the debts or liabilities of any such
Participant or Beneficiary, or any other person.


 


10.3        Legal Fees and
Expenses.


 


It is the intent of the Company that no
Participant be required to incur the expenses associated with the enforcement
of his or her rights under this 2005 Plan by litigation or other legal action
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Participant hereunder.  Accordingly, if after a Change in Control it
should appear that the Company has failed to comply with any of its obligations
under this 2005 Plan, or in the event that the Company or any other person takes
any action to declare this 2005 Plan void or unenforceable, or institutes any
litigation designed to deny, or to recover from, the Participant the benefits
intended to be provided to such Participant hereunder, the Company irrevocably
authorizes such Participant to retain counsel of his or her choice, at the
expense of the Company as hereafter provided, to represent such Participant in
connection with the initiation or defense of any litigation or other legal
action, whether by or against the Company or any director, officer, stockholder
or other person affiliated with the Company in any jurisdiction.  The Company shall pay and be solely
responsible for any and all attorneys’ and related fees and expenses incurred
by such Participant from the date of the Change in Control through the
Participant’s death as a result of the Company’s failure to perform under this
2005 Plan or any provision thereof; or as a result of the Company or any person
contesting the validity or enforceability of this 2005 Plan or any provision
thereof.  All expenses shall be
reimbursed to the Participant providing the relevant expense statements to the
Company duly certified by him.  The
expense reimbursements provided in this Section 10.3 shall be payable on a
monthly basis following submission of expense statements for the prior
month.  Notwithstanding the foregoing
sentence, to the extent reimbursed, all reimbursement payments with respect to
expenses incurred within a particular year shall be made no later than the end
of the Participant’s taxable year following the taxable year in which the
expense was incurred.  The amount of
reimbursable expenses incurred in one taxable year of the Participant shall not
affect the amount of reimbursable expenses in a different taxable year, and such
reimbursement shall not be subject to liquidation or exchange for another
benefit.


 


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10.4        No Acceleration
of Benefits.


 


Notwithstanding anything to the contrary
herein, there shall be no acceleration of the time or schedule of any payments
under the 2005 Plan, except as may be provided in regulations under Section 409(A) of
the Code.


 


10.5        Captions.


 


The captions contained herein are for
convenience only and shall not control or affect the meaning or construction
hereof.


 


10.6        Governing Law.


 


The provisions of the 2005 Plan shall be
construed and interpreted according to the laws of the Commonwealth of
Pennsylvania.


 


10.7        Successors.


 


The provisions of the 2005 Plan shall bind
and inure to the benefit of the Company, its affiliates, and their respective
successors and assigns.  The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Company or a
participating affiliate and successors of any such corporation or other
business entity.


 


10.8        No Right to
Continued Service.


 


Nothing contained herein shall be construed to confer upon any
Participant the right to continue to serve as a member of the Board or in any
other capacity.


 


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