Exhibit 10.11 (h)
EQUITABLE RESOURCES, INC.
Board of Directors
Deferred Compensation Agreement
THIS AGREEMENT, made and executed this 14th day of
December, 1993, by and between Equitable Resources, Inc., herein
designated as "Equitable", and Daniel M. Rooney, herein designat-
ed as the "Participant."
WITNESSETH:
WHEREAS, the Participant is currently a member of the
Board of Directors of Equitable as a Director or an Advisory
Director; and
WHEREAS, Equitable and the Participant desire to defer
all of the fees arising from the above-stated relationship.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1 - Account
1.1) Effective January 1, 1994, the Participant herein
elects to defer, under the terms of this Agreement, all compensa-
tion earned for his/her service as a Director or an Advisory
Director of Equitable for the calendar year 1994.
1.2) Equitable shall establish a bookkeeping account,
hereinafter referred to as the "Account", and shall credit to the
Account the amounts of the deferred fees.
1.3) Interest shall be credited to the Account month-
ly. The rate of interest shall be the same as the yield for 30-
day Treasury Bills applicable to the first day of such month.
Section 2 - Payment
2.1) All amounts credited to the Account on the
Participant's behalf shall be payable in one lump sum by Equita-
ble to the Participant on (date selected by
the Participant) but in no event later than sixty (60) days after
the Participant ceases to be a Director or an Advisory Director
of Equitable. Unless a date specific is selected by the Partici-
pant, the distribution will be made within sixty (60) days after
the Participant ceases to be a Director or an Advisory Director
of Equitable; provided, however, that nothing contained in this
Section 2.1 shall negate the provisions of Section 2.3 below.
2.2) In the event of the death of the Participant,
such payment shall be made to the Participant's beneficiary. For
purposes of the Agreement, "beneficiary" means any person(s) or
trust(s) or combination of these, last designated by the Partici-
pant to receive benefits provided under this Agreement. Such
designation shall be in writing filed with the Compensation
Committee of the Board of Directors (the "Committee") and shall
be revocable at any time through written instrument similarly
filed without consent of any beneficiary. In the absence of any
designation, the beneficiary shall be the Participant's spouse,
if surviving, otherwise, all amounts payable hereunder shall be
delivered by Equitable to the executors and administrators of the
Participant's estate for administration as a part thereof.
2.3) For financial reasons, the Participant may apply
to the Committee for withdrawal from the Agreement prior to the
Payment Date. Such early withdrawal shall lie within the abso-
lute discretion of the Committee. Upon approval from the Commit-
tee, and within fifteen (15) days thereafter, the Participant
will be deemed to have withdrawn from the Agreement and a distri-
bution, in the amount necessary, will be made in a one-time
payment. Amounts still payable to the Participant after the
application of this Paragraph 2.3 shall be distributed pursuant
to the foregoing Paragraphs of this Section 2.
Section 3 - Miscellaneous Provisions
3.1) Nothing contained in this Agreement and no action
taken pursuant to the provisions of this Agreement shall create
or be construed to create a trust of any kind, or a fiduciary
relationship between Equitable and the Participant, his/her
designated beneficiary or any other person. Any fees deferred
under the provisions of this Agreement shall continue for all
purposes to be a part of the general funds of Equitable. To the
extent that any person acquires a right to receive payment from
Equitable under this Agreement, such right shall be no greater
than the right of any unsecured general creditor of Equitable.
3.2) The right of the Participant or any other person
to the payment of deferred fees under this Agreement shall not be
assigned, transferred, pledged or encumbered except by will or by
the laws of descent and distribution.
3.3) If the Committee shall find that any person to
whom any payment is payable under this Agreement is unable to
care for his/her affairs because of illness or accident, or is a
minor, any payment due (unless a prior claim therefor shall have
been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, child, a parent, or a
brother or sister, or to any person deemed by the Committee to
have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may
determine. Any such payment shall be a complete discharge of the
liabilities of Equitable under this Agreement.
3.4) Nothing contained herein shall be construed as
conferring upon the Participant the right to continue in the
service of Equitable as a member of the Board of Directors.
3.5) This Agreement shall be binding upon and inure to
the benefit of Equitable, its successors and assigns and the
Participant and his/her heirs, executors, administrators and
legal representatives.
3.6) Equitable may terminate this Plan at any time.
Upon such termination, the Committee shall dispose of any bene-
fits of the Participant as provided in Section 2.
Equitable may also amend the provisions of this Plan at
any time; provided, however, that no amendment shall affect the
rights of the Participant, or his/her beneficiaries, to the
receipt of payment of benefits to the extent of any compensation
deferred before the time of the amendment.
This Agreement shall terminate when the payment due
under this Agreement is made.
3.7) This Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Pennsylva-
nia.
Section 4 - Committee
4.1) The Committee's interpretation and construction
of the Agreement, and the actions thereunder, including the
amount or recipient of the payment to be made therefrom, shall be
binding and conclusive on all persons for all purposes. The
Committee members shall not be liable to any person for any
action taken or omitted in connection with the interpretation and
administration of this Agreement unless attributable to his/her
own willful misconduct or lack of good faith.
IN WITNESS WHEREOF, Equitable has caused this Agreement
to be executed by its duly authorized officers and the Partici-
pant has hereunto set his/her hand as of the date first above
written.
ATTEST: EQUITABLE RESOURCES, INC.
s/ Audrey C. Moeller s/ D. I. Moritz
Vice President and President and
Corporate Secretary Chief Executive Officer
WITNESS: (Participant)
s/ Marianne Espey s/ Daniel M. Rooney
Marianne Espey Daniel M. Rooney