Exhibit 10.05


 


Equitable Resources, Inc.


 


 


2006 PAYROLL DEDUCTION


 


AND


 


CONTRIBUTION PROGRAM


 


(as amended and restated December 3,
2008)


 

















 


EQUITABLE RESOURCES, INC.

2006 PAYROLL DEDUCTION AND CONTRIBUTION
PROGRAM


 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  1

  
	
   

  	
   

  
	
  1.1

  	
  Statement
  of Purpose

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II -
  DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  2.1

  	
  Base
  Salary

  	
  1

  
	
  2.2

  	
  Code

  	
  1

  
	
  2.3

  	
  Committee

  	
  1

  
	
  2.4

  	
  Company

  	
  1

  
	
  2.5

  	
  Company
  Benefit

  	
  1

  
	
  2.6

  	
  Compensation

  	
  1

  
	
  2.7

  	
  Contribution
  Amount

  	
  2

  
	
  2.8

  	
  Eligible
  Employee

  	
  2

  
	
  2.9

  	
  Employer

  	
  2

  
	
  2.10

  	
  Participant

  	
  2

  
	
  2.11

  	
  Payroll
  Deduction Authorization

  	
  2

  
	
  2.12

  	
  Personal
  Retirement Annuity

  	
  2

  
	
  2.13

  	
  Program
  Year

  	
  2

  
	
  2.14

  	
  Program

  	
  2

  
	
  2.15

  	
  Selected
  Affiliate

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE III -
  ELIGIBILITY AND PARTICIPATION

  	
  3

  
	
   

  	
   

  
	
  3.1

  	
  Eligibility

  	
  3

  
	
  3.2

  	
  Participation

  	
  3

  
	
  3.3

  	
  Change in
  Participation Status

  	
  3

  
	
  3.4

  	
  Ineligible
  Participant

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV -
  CONTRIBUTIONS AND COMPANY BENEFITS

  	
  4

  
	
   

  	
   

  
	
  4.1

  	
  Contribution
  Amounts

  	
  4

  
	
  4.2

  	
  Company
  Benefit

  	
  4

  
	
  4.3

  	
  Contribution
  Amounts and Company Benefit Amounts

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE V -
  PERSONAL RETIREMENT ANNUITIES

  	
  5

  
	
   

  	
   

  
	
  5.1

  	
  General

  	
  5

  
	
  5.2

  	
  Terms of
  Personal Retirement Annuity

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI -
  ADMINISTRATION

  	
  5

  
	
   

  	
   

  
	
  6.1

  	
  Committee

  	
  5

  
	
  6.2

  	
  Agents

  	
  5

  
	
  6.3

  	
  Binding
  Effect of Decisions

  	
  6

  
	
  6.4

  	
  Indemnification
  of Committee

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII -
  AMENDMENT AND TERMINATION OF PROGRAM

  	
  6

  
	
   

  	
   

  
	
  7.1

  	
  Amendment

  	
  6

  
	
  7.2

  	
  Termination

  	
  6

  



 


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  ARTICLE VIII -
  MISCELLANEOUS

  	
  6

  
	
   

  	
   

  
	
  8.1

  	
  Funding

  	
  6

  
	
  8.2

  	
  Nonassignability

  	
  7

  
	
  8.3

  	
  No
  Acceleration of Benefits; No Deferred Compensation

  	
  7

  
	
  8.4

  	
  Captions

  	
  7

  
	
  8.5

  	
  Governing
  Law

  	
  7

  
	
  8.6

  	
  Successors

  	
  7

  
	
  8.7

  	
  No Right
  to Continued Service

  	
  7

  
	
  8.8

  	
  Benefit
  Claims

  	
  7

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  I

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  II

  
	
   

  	
   

  
	
  EXHIBIT C

  	
  III

  



 


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ARTICLE I


 


1.1          Statement of Purpose


 


This is the Equitable Resources, Inc. 2006 Payroll Deduction and
Contribution Program (the “Program”) made in the form of this Program and in
related payroll deduction authorization forms between the Employer and certain
management or highly compensated employees.  The purpose of the Program is
to provide a select group of management and highly compensated employees of the
Employer with the ability to deposit portions of their compensation payable for
services rendered to the Employer in a Personal Retirement Annuity.  It is
intended that the Program will assist in attracting and retaining qualified
individuals to serve as officers and managers of the Employer.


 


ARTICLE II


 


DEFINITIONS


 


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


 


2.1          Base Salary.


 


“Base Salary” means a Participant’s base earnings paid by the Employer
to a Participant without regard to any increases or decreases in base earnings
as a result of an election between benefits or cash provided under a plan of an
Employer maintained pursuant to Section 125 or 401(k) of the Code.


 


2.2          Code.


 


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


 


2.3          Committee.


 


“Committee” has the meaning set forth in Section 6.1.


 


2.4          Company.


 


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


 


2.5          Company Benefit.


 


“Company Benefit” means the benefit payable to the Personal Retirement
Annuity on behalf of the Participant pursuant to Section 4.2.


 


2.6          Compensation.


 


“Compensation” means the Base Salary payable with respect to an
Eligible Employee for each Program Year in excess of the salary taken into
account for purposes of determining a Participant’s deferrals under the
Equitable 401(k) Plan, as hereinafter defined.


 


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2.7          Contribution Amount.


 


“Contribution Amount” means the amount contributed to the Personal
Retirement Annuity by a Participant under Section 4.1.


 


2.8          Eligible Employee.


 


“Eligible Employee” means a highly compensated or management employee
of the Employer who is designated by the Committee, by name or group or
description, in accordance with Section 3.1, as eligible to participate in
the Program.


 


2.9          Employer.


 


“Employer” means, with respect to a Participant, the Company or the
Selected Affiliate which pays such Participant’s Compensation.


 


2.10        Participant.


 


“Participant” means any Eligible Employee who elects to participate by
filing a Payroll Deduction Authorization.


 


2.11        Payroll Deduction Authorization.


 


“Payroll Deduction Authorization” means the written authorization made
by a Participant to permit the Employer to deduct amounts from the Participant’s
Compensation and contribute such amounts to the Personal Retirement Annuity on
the Participant’s behalf.


 


2.12        Personal Retirement Annuity.


 


“Personal Retirement Annuity” means the annuity described in Section 5.1.


 


2.13        Program Year.


 


“Program Year” means each twelve-month period commencing January 1
and ending December 31, except that the first Program Year shall commence
on August 14, 2006 and end on December 31, 2006.


 


2.14        Program.


 


“Program” means the Equitable Resources, Inc. 2006 Payroll
Deduction and Contribution Program, as amended from time to time.


 


2.15        Selected Affiliate.


 


“Selected Affiliate” means (1) any company in an unbroken chain of
companies beginning with the Company if each of the companies other than the
last company in the chain owns or controls, directly or indirectly, stock
possessing not less than 50 percent of the total combined voting power of all
classes of stock in one of the other companies, or (2) any 


 


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partnership or joint venture in which one or more of such companies is
a partner or venturer, each of which shall be selected by the Committee.


 


ARTICLE III


 


ELIGIBILITY AND PARTICIPATION


 


3.1          Eligibility.


 


Eligibility to participate in the Program is limited to Eligible
Employees.  From time to time, and subject to Section 3.4, the
Committee shall prepare, and attach to the Program as Exhibit A, a
complete list of the Eligible Employees, by individual name or by reference to
an identifiable group of persons or by descriptions of individuals which would
qualify as individuals who are eligible to participate, and all of whom shall
be a select group of management or highly compensated employees.


 


3.2          Participation.


 


Participation in the Program shall be limited to Eligible Employees who
elect to participate in the Program by filing a Payroll Deduction Authorization
with the Committee.  An Eligible Employee shall commence participation in
the Program upon the first day of each Program Year, following the receipt of
his or her Payroll Deduction Authorization by the Committee in the preceding
calendar year or within 30 days of first becoming eligible to participate in
the Program, if such date occurs after the commencement of the Program Year;
provided further that, for the first Program Year the Participant may file his
or her Payroll Deduction Authorization within thirty days after commencement of
the first Program Year.  Unless and until terminated, Payroll Deduction
Authorizations will remain effective from year to year.


 


3.3          Change in Participation Status.


 


A Participant may terminate his or her participation in the Program at
any time during a Program Year.


 


3.4          Ineligible Participant


 


Notwithstanding any other provisions of this Program to the contrary,
if the Committee determines that any Participant may not qualify as a member of
a select group of “management or highly compensated employee” within the
meaning of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”)
or regulations thereunder, the Committee may determine, in its sole discretion,
that such Participant shall cease to be eligible to participate in this
Program.


 


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ARTICLE IV


 


CONTRIBUTIONS AND
COMPANY BENEFITS


 


4.1          Contribution Amounts.


 


With respect to each Program Year, a Participant may elect a payroll
deduction of a specified percentage of his or her Compensation as provided in Exhibit B
by filing a Payroll Deduction Authorization prior to the commencement of the
Program Year or, in the case of the first Program Year or the first year in
which a Participant becomes eligible to participate after commencement of the
Program Year, within 30 days after the commencement of the first Program
Year or initial eligibility, as the case may be.  A Participant may change
the percentage of his or her Compensation to be deducted at any time during a
Program Year.


 


4.2          Company Benefit.


 


The Employer shall provide a Company Benefit under this Program with
respect to each Participant who is eligible to be allocated matching
contributions and/or performance contributions (also known as “retirement
contributions”) under the Equitable Resources, Inc. Employee Savings Plan,
originally adopted September 1, 1985, as amended (“Equitable 401(k) Plan”). 
The total Company Benefit under this Program on behalf of a Participant for a
Program Year shall be equal to the matching and performance contributions which
would be credited to the Participant under the Equitable 401(k) Plan based
upon the Participant’s Contribution Amount, absent the limitations of
Sections 402(g), 401(a)(17), and 415 of the Code.  Except as
expressly provided herein, which express provisions include the time and form
of payment applicable to Contribution Amounts and Company Benefits, the terms
and conditions of any Company Benefit provided under this Program shall be the
same as provided in the Equitable 401(k) Plan.


 


4.3          Contribution Amounts and Company
Benefit Amounts.


 


(a)           Contribution
Amounts.  Participant’s Contribution Amounts shall be contributed by
the Employer to the Participant’s Personal Retirement Annuity on an after-tax
basis in accordance with the Employer’s normal payroll practices.  To the
extent that the Employer is required to withhold any taxes or other amounts
from Participants’ Contribution Amounts pursuant to any state, federal or local
law, such amounts shall be withheld from the Participants’ Contribution
Amounts.


 


(b)           Company Benefits. 
The Company Benefit under the Program for each Participant shall be contributed
by the Employer to the Participant’s Personal Retirement Annuity on an
after-tax basis on the last business day of each calendar month, provided that
the Participant is employed by the Employer or selected Affiliated on such date
and has not terminated his or her participation in the Plan; provided, further,
that in no event shall any Company Benefit be contributed to the Participant’s
Personal Retirement Annuity later than 21⁄2 months following the year in which
the Participant received a vested right to such amounts and such amounts were
no longer subject to a substantial risk of forfeiture, within the meaning of Section 409A
of the Code.  If a Participant ceases to be employed by the Company prior
to the last business day of a 


 


4

















 


month or has terminated his or
her participation in the Plan prior to such day, the Company Benefit for such
month shall be forfeited without any further action required by the Company.


 


ARTICLE V


 


PERSONAL RETIREMENT ANNUITIES


 


5.1          General.


 


The Personal Retirement Annuity to which Contribution Amounts and
Company Benefits will be contributed is listed on Exhibit C, hereto,
and may be changed by the Committee in its discretion, on a prospective basis,
from time to time.


 


5.2          Terms of Personal Retirement Annuity.


 


The terms of the Personal Retirement Annuity, which is owned by the
Participant, shall be as provided solely by the sponsor of such annuity,
including the investment returns and elections, payment and withdrawal
provisions and statements of account.  The election of investments within
a Personal Retirement Annuity shall be the sole responsibility of each Participant. 
The Company, the Employer, their employees and Committee members are not
authorized to make any recommendation to any Participant with respect to such
election.  Each Participant assumes all risk connected with any adjustment
to the value of his or her Personal Retirement Annuity.  Neither the
Committee, the Company, nor the Employer in any way guarantees against loss or
depreciation.


 


ARTICLE VI


 


ADMINISTRATION


 


6.1          Committee.


 


The administrative committee for the Program (the “Committee”) shall be
the Benefits Administration Committee of the Company.  The Committee shall
have (i) complete discretion to supervise the administration and operation
of the Program, (ii) complete discretion to adopt rules and
procedures governing the Program from time to time, and (iii) sole
authority to give interpretive rulings with respect to the Program.


 


6.2          Agents.


 


The Committee may appoint an individual, who may be an employee of the
Company, to be the Committee’s agent with respect to the day-to-day
administration of the Program.  In addition, the Committee may, from time
to time, employ other agents and delegate to them such administrative duties as
it sees fit, and may from time to time consult with counsel who may be counsel
to the Company.


 


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6.3          Binding
Effect of Decisions.


 


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


 


6.4          Indemnification of Committee.


 


The Company shall indemnify and hold harmless the members of the
Committee and the Benefits Investment Committee and their duly appointed agents
under Section 6.2 against any and all claims, loss, damage, expense or
liability arising from any action or failure to act with respect to the
Program, except in the case of gross negligence or willful misconduct by any
such member or agent of the Committee or Benefits Investment Committee.


 


ARTICLE VII


 


AMENDMENT
AND TERMINATION OF PROGRAM


 


7.1          Amendment.


 


The Company, on behalf of itself and of each Selected Affiliate may at
any time amend, suspend or reinstate any or all of the provisions of the
Program, except that no such amendment, suspension or reinstatement may
adversely affect any Participant’s Personal Retirement Annuity as it existed as
of the day before the effective date of such amendment, suspension or
reinstatement, without such Participant’s prior written consent.  Written
notice of any amendment or other action with respect to the Program shall be
given to each Participant.


 


7.2          Termination.


 


The Company, on behalf of itself and of each Selected Affiliate, in its
sole discretion, may terminate this Program at any time and for any reason
whatsoever.  A termination of the Program shall not adversely affect any
Participant’s Personal Retirement Annuity as it existed on the day before such
termination, without the Participant’s prior written consent.


 


ARTICLE VIII


 


MISCELLANEOUS


 


8.1          Funding.


 


Participants and their heirs, successors and assigns, shall have no
secured interest or claim in any property or assets of the Employer or the
Company.  The Employer’s and the Company’s obligation under the Program to
deposit Contribution Amounts and Company Benefits to a Participant’s Personal
Retirement Annuity shall be merely that of an unfunded and unsecured
promise.  To the extent that any Participant or other person acquires a
right to receive payments under the Program, such right shall be no greater
than the right, and each Participant shall at all times have the status, of a
general unsecured creditor of the Company or any Employer.


 


6

















 


8.2          Nonassignability.


 


No right or interest under the Program of a Participant (or any person
claiming through or under him or her) shall be assignable or transferable in
any manner or be subject 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.  If any Participant shall attempt
to or shall transfer, assign, alienate, anticipate, sell, pledge or otherwise
encumber his or her benefits hereunder or any part thereof, or if by reason of
his or her bankruptcy or other event happening at any time such benefits would
devolve upon anyone else or would not be enjoyed by him or her, then the
Committee, in its discretion, may terminate his or her interest in any such
benefit to the extent the Committee considers necessary or advisable to prevent
or limit the effects of such occurrence.  Termination shall be effected by
filing a written “termination declaration” with the Clerk of the Company and
making reasonable efforts to deliver a copy to the Participant whose interest
is adversely affected (the “Terminated Participant”).


 


8.3          No Acceleration of Benefits; No
Deferred Compensation.


 


This Program is not intended to provide for the deferral of
compensation and there shall be no acceleration of the time or schedule of any
payments or contributions under the Program.


 


8.4          Captions.


 


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


 


8.5          Governing Law.


 


The provisions of the Program shall be construed and interpreted
according to the laws of the Commonwealth of Pennsylvania without regard to its
conflicts of laws provisions.


 


8.6          Successors.


 


The provisions of the Program shall bind and inure to the benefit of
the Company, the Employer, 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 an Employer and successors of any such Company or other business
entity.


 


8.7          No Right to Continued Service.


 


Nothing contained herein shall be construed to confer upon any Eligible
Employee the right to continue to serve as an Eligible Employee of an Employer
or in any other capacity.


 


8.8          Benefit Claims.


 


(a)           Initial Claims.  To make a claim for a
benefit, a Participant may file a written request for such benefit with the
Committee, setting forth the claim.  The Committee shall reply 


 


7

















 


to the claim within 90 days of its receipt (but may extend such time up
to an additional 90 days for reasonable cause).


 


(b)           Denied Claims.  If the Committee
denies a claim, the Committee shall send the Participant a denial notice
setting forth the specific reasons for such denial; references to pertinent
provisions of this Plan; a description of any additional material or
information necessary to perfect the claim and an explanation why such material
or such information is necessary; information as to the steps to be taken to
submit the claim for review and the applicable time limit for requesting a
review; and a statement of the Participant’s right to bring an action under Section 502
of ERISA upon the denial of the appeal of a previously denied claim.


 


(c)           Appealing a Claim.  The Participant or
the Participant’s authorized representative may make a written request within
60 days of the denial to the Committee to review the denial.  The
Participant may review the pertinent documents and submit issues and comment in
writing for consideration by the Committee.  If the Participant does not
request a review of the initial determination within such 60-day period, he or
she will be barred from challenging the determination.  Within 60 days
after the Committee’s receipt of the Participant’s request for review, the
Participant will receive notice of the Committee’s decision.  If the claim
is denied, the notice will contain the specific reasons for the decision;
specific references to the pertinent provisions of this Plan upon which the
decision is based; and a statement of the Participant’s right to bring an
action under Section 502 of ERISA.  If special circumstances require
that the 60-day time period be extended, the Committee will notify the
Participant and will render the decision as soon as possible, but no later than
120 days after receipt of the request for review.


 


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