General Counsel Employment Agreement

EMPLOYMENT AGREEMENT



This is an Employment Agreement ("Agreement") entered into between EQUITABLE RESOURCES, INC. ("Equitable" or the "Company") and JOHANNA G. O92LOUGHLIN ("Ms. O92Loughlin").



WHEREAS, Ms. O92Loughlin has agreed to step down from the position of Senior Vice President and General Counsel as of March 14, 2008 (at which time her status as an officer of Equitable will cease) and from the position of Corporate Secretary as of March 31, 2008; and



WHEREAS, in order to facilitate a smooth transition to her successor, Ms. O92 Loughlin has agreed to assume the position of Special Counsel to Equitable for the remainder of calendar year 2008; and



WHEREAS, Ms. O92Loughlin will retire from Equitable as of January 2, 2009.



NOW, THEREFORE, in consideration of the respective representations, acknowledgements, covenants and agreements of the parties set forth herein, and intending to be legally bound, the parties agree as follows:



1. The term of this Agreement is from March 15, 2008 through January 1, 2009. During that period, Ms. O92Loughlin will hold the position of Special Counsel and, through March 31, 2008, Corporate Secretary for Equitable. Effective January 2, 2009, Ms. O92Loughlin will retire from Equitable, at which time her employment with Equitable will terminate.



2. Beginning April 21, 2008, Ms. O92Loughlin will also become Of Counsel to Reed Smith LLP and will work out of Reed Smith92s Pittsburgh office. At Reed Smith, Ms. O92Loughlin will be provided by Reed Smith with an office, shared administrative support, malpractice insurance, and computer/email access. While at Reed Smith during the period from April 21, 2008 through December 31, 2008, Ms. O92Loughlin is expected to provide approximately 800 hours of her time to Equitable, not to exceed 100 hours in any individual month (or 40 hours in any individual week), subject to scheduled vacation or other leave, including medical leave in connection with surgery scheduled March 17. During that period, Ms. O92Loughlin agrees to cooperate in good faith with the transition to her successor (Lewis B. Gardner, Esq.), to report directly to Mr. Gardner during this period to fulfill her hourly service obligation, and to comply with Mr. Gardner92s reasonable requests and direction, making herself available on reasonable notice from him. It is Equitable92s present intention to request the full number of hours described herein, but if the full number of hours is not requested during the period of the Agreement, the Agreement shall nevertheless remain in full force and effect.



3. In light of her dual roles at Equitable and Reed Smith and because she will have an office, administrative support and computer/email access at Reed Smith, Ms. O92Loughlin will not have an office nor will she have unrestricted access to Equitable92s facilities or Equitable92s email or other computer systems as of the close of business on March 14, 2008. Ms. O92Loughlin also confirms that as of March 14, 2008, she has returned to the Company all credit cards, keys, computers, computer software, disks, cellular phone equipment, PDAs, files, manuals, books,










records, correspondence, notes, photos or photo reproductions, tape recordings and any other property of Equitable, whether in electronic format or "hard" copy.



4. For the remainder of calendar year 2008, Equitable shall continue to pay Ms. O92 Loughlin92s base salary at her current annual salary rate of $270,000, to be paid in bi-weekly payments. During that same period, Equitable shall also continue Ms. O92Loughlin as a participant in Equitable92s health and welfare benefits programs based upon her current elections and at the current employee co-payments.



5. It is understood and agreed that Ms. O92Loughlin is not eligible to receive a bonus payment under the 2008 Short-Term Incentive Plan ("2008 STIP") and/or the 2008 Executive Short-Term Incentive Plan ("2008 ESTIP").



6. Assuming Ms. O92Loughlin remains employed by Equitable through December 31, 2008 under the terms of this Agreement, Ms. O92Loughlin shall remain a participant in, and she or her estate (in the event of her death or her becoming Disabled as defined in the 2005 EPIP prior to January 1, 2009) will receive 100% of the 2005 EPIP ("Executive Performance Incentive Program") payment, contingent upon achievement of the performance criteria set forth therein and paid at the same time as paid to all other participants. Her financial rewards under the EPIP remain subject to the terms and conditions of the EPIP, as it may be amended from time to time. The Compensation Committee of the Board of Directors has reviewed and approved this Agreement, including Ms. O92Loughlin92s continuing participation in the EPIP. Copies of the unanimous written consents executed by the members of the Compensation Committee are attached as Exhibit A.



7. It is agreed that Ms. O92Loughlin may attend one or more professional conferences during the term of this Agreement and Equitable shall reimburse Ms. O92Loughlin for the cost of travel, lodging and meals in connection with conference(s), up to a total amount not to exceed Ten Thousand Dollars ($10,000).



8. Equitable shall reimburse Ms. O92Loughlin for her parking expenses at her new work location during the period from April 21, 2008 through December 31, 2008.



9. Equitable will copy Ms. O92Loughlin92s contact list from her Equitable computer and provide the copy to Ms. O92Loughlin on a computer disk. Ms. O92Loughlin, by March 14, 2008, will designate for Equitable92s review other materials (of a purely personal nature) of which she would like to have a copy.



10. Ms. O92Loughlin agrees not to act as an employment reference for any active employee of Equitable during the term of this Agreement.



11. Ms. O92Loughlin agrees not to reapply or to seek to become reemployed by Equitable or any of Equitable92s subsidiaries or affiliates at any time in the future.



12. It is understood and agreed that an internal announcement regarding the above described changes in Equitable92s Law Department will be made on a mutually agreeable date,



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and the content of that announcement will be substantially similar to the language appearing on Exhibit B hereto.



13. Ms. O92Loughlin92s employment cannot be terminated prior to January 2, 2009 for any reason other than Cause (as defined below).



(a) Solely for purposes of this Agreement, "Cause" shall mean:
(i) commission of an act of moral turpitude or fraud; (ii) willful engagement in conduct which is demonstrably injurious to the Company and/or its reputation; or (iii) the willful refusal to fulfill her responsibilities described in paragraph 2 above or any other willful violation(s) of her contractual obligations to the Company, including her contractual obligations set forth elsewhere in this Agreement.



(b) The definition of "other cause" under the 2005 EPIP shall be construed the same as the definition of "Cause" herein with respect to any termination of Ms. O92 Loughlin92s employment prior to January 2, 2009.



14. Ms. O92Loughlin agrees not to make any negative or disparaging comments to the media, to any employees or former employees of Equitable, or to any other members of the public regarding Equitable or regarding any of Equitable92s directors or officers.



15. Ms. O92Loughlin acknowledges and agrees that her employment with Equitable necessarily involved her knowledge of and access to confidential and proprietary information pertaining to the business of the Company and its subsidiaries and affiliates. Accordingly, she agrees that during the term of this Agreement and after the effective date of her termination from employment, she will not, directly or indirectly, without the express written permission of the Company (unless directed by applicable legal authority having jurisdiction over her) disclose or use, or knowingly permit to be disclosed or used, for the benefit of herself, any person, corporation or other entity other than the Company and its subsidiaries (a) any information concerning any financial matters, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and its subsidiaries; (b) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company or its subsidiaries; or (c) any other information related to the Company or its subsidiaries which has not been published and is not generally known outside of the Company. Ms. O92Loughlin acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company.



16. In consideration for certain additional payments and b ...