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The following is an excerpt from a DEF 14A SEC Filing, filed by EQUITABLE RESOURCES INC /PA/ on 4/8/1998.
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EQT CORP - DEF 14A - 19980408 - EXECUTIVE_COMPENSATION

Member of the Compensation and Executive Committees.

Shares Owned: 5,500

  Photo       PHYLLIS A. DOMM, Ed. D.  Age 51 Director since May 1996
Phyllis A.
Domm, Ed.D    Vice President - Human Resources, Helix Health Systems (health
              care services) since March 1998; President, Management and
              Marketing Solutions, Inc. (marketing, public relations and
              human resources consulting) July 1997 to March 1998; Senior
              Vice President - Health Care Services, Intracoastal Health
              Systems, Inc. April 1995 to July 1997; Vice President - Human
              Resources, Inova Health System, October 1992 to March 1995.

              Member of the Audit and Compensation Committees.

              Shares Owned:  200

Photo DAVID S. SHAPIRA Age 56 Director since May 1987 David S. Shapira
Chairman and Chief Executive Officer of Giant Eagle, Inc. (retail grocery store chain) since February 1994; Chief Executive Officer of Giant Eagle, April 1992 to February 1994; Chairman of the Board of Phar-Mor, Inc. (retail chain of general merchandise and variety stores), February 1993 to September 11, 1995. Also a director of Action Industries, Inc. and Mellon Bank Corporation.

Member of the Audit and Corporate Governance Committees.

Shares owned: 1,575 (d)

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CLASS II DIRECTORS WITH TERMS EXPIRING IN 2000

   Photo        E. LAWRENCE KEYES, JR. Age 68   Director since May 1988
E. Lawrence
 Keyes Jr.      Partner, The Fortune Group (management consulting firm) since
                January 1987.

                Chairman of the Compensation Committee.

                Shares owned:  1,200



   Photo        THOMAS A. McCONOMY     Age 64   Director since May 1991
  Thomas A.
  McConomy      Chairman of the Board and interim President and Chief Executive
                Officer of Calgon Carbon Corporation (manufacturer and marketer
                of activated carbon and related products and services) since
                February 19, 1998; Chairman of the Board of Calgon Carbon
                Corporation from July 1994 to February 19, 1998; President and
                Chief Executive Officer of Calgon Carbon Corporation from
                January 1990 through June 1994.

                Chairman of the Corporate Governance Committee and a member of
                the Audit and Compensation Committees.

                Shares owned:  1,200 (a)

Photo GUY W. NICHOLS Age 72 Director since July 1997 Guy W. Nichols
Retired Chairman and Chief Executive Officer, New England Electric System (electric utility).

Shares owned: 2,000

  Photo        MALCOLM M. PRINE       Age 69   Director since May 1982
Malcolm M.
  Prine        Chairman of the Board, Core Materials Corp. (manufacturer of
               plastics moulding) since January 1997; President, Malcar, Inc.
               (housing business) since January 1990; Chairman and Chief
               Executive Officer, Bundy Industries, Inc., December 1989
               through August 1995. Also a director of Core Materials Corp.
               and Pennsylvania Capital Bank.

               Chairman of the Audit Committee and a member of the Corporate
               Governance and Executive Committees.

               Shares owned:  1,767

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All nominees, directors and officers (including those named above) 307,459 shares (a)(b)(c)(d)(e)(f)


(a) Includes shares held jointly with spouse as to which voting power and investment power are shared.

(b) Includes the following shares which may be acquired within 60 days of April 1, 1998, through the exercise of stock options: Mr. Moritz--135,000 shares; all nominees, directors and officers as a group, including such person-- 164,100 shares.

(c) Does not include 1,350 shares owned by Mr. Moritz's wife as to which he disclaims beneficial ownership.

(d) Shares are held in a trust of which Mr. Shapira is a co-trustee and has a beneficial interest and shares voting and investment power.

(e) Includes shares allocated under the Company's Employee Savings Plan:
all officers--5,050 shares.

(f) Includes shares allocated under the Company's Employee Stock Purchase Plan:
all officers--3,206 shares.

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Board of Directors and its Committees

The Board of Directors held six regular meetings and four special meetings during 1997. The standing committees of the Board are the Audit, Compensation, Corporate Governance and Executive Committees. The Pension Trust Investment Committee was disbanded on October 16, 1997. As a result of certain changes in the Company's pension plans, it was determined that it was not necessary to have a separate Board committee to oversee pension fund investment issues. The Board of Directors will continue to review all matters previously monitored by the Pension Trust Investment Committee. During 1997, attendance of the directors at Board and Committee meetings averaged 95%.

The Audit Committee consists of five non-employee directors. It reviews the annual financial statements of the Company, examines and considers the scope and adequacy of audits performed by the independent auditors and the Company's internal auditing staff, as well as other financial affairs of the Company; recommends to the Board of Directors an independent auditing firm to audit the Company's financial statements; reviews the adequacy of internal controls and management's implementation of recommendations made by the independent auditors and by the internal auditors with respect to their audit activities; and approves fees charged by the independent auditors. It also reviews environmental matters, audits and compliance programs and monitors the overall environmental strategy of the Company. The Committee held four meetings in 1997.

The Compensation Committee consists of five non-employee directors. It reviews the salaries of all executive officers and makes recommendations to the Board of Directors for its approval. It also administers the Key Employee Restricted Stock Option and Stock Appreciation Rights Incentive Compensation Plan, the Short-Term Incentive Compensation Plan, the Long-Term Incentive Plan and the Non-Employee Directors' Stock Incentive Plan. It addresses, recommends and approves any other compensation and benefits issues which apply to the officers of the Company, including perquisites that require Board approval. The Committee held eleven meetings in 1997.

The Corporate Governance Committee consists of four non-employee directors and Mr. Moritz who is serving as interim Chief Executive Officer. The Committee is responsible for recommending to the Board of Directors persons to be nominated for election as directors of the Company and monitoring and recommending enhancements to the Company's corporate governance framework, particularly with respect to the structure, processes, and proceedings of the Board of Directors. In performing the nominating function, the Committee attempts to locate candidates for Board membership who have attained a prominent position in their field of endeavor and whose backgrounds indicate that they have broad knowledge and experience and the ability to exercise sound business judgment. The Committee will consider nominees recommended by shareholders. Any such recommendation, together with the nominee's qualifications and consent to be considered as a nominee, should be sent to the Corporate Secretary. The Committee is also responsible for recommending the level of compensation and other fringe benefits for the Directors. The Committee held two meetings in 1997.

The Executive Committee consists of three non-employee directors and Mr. Moritz who is serving as interim Chief Executive Officer. It examines proposed acquisitions and similar new ventures and advises management with regard to the expansion or disposition of the Company's businesses through mergers, acquisitions, sales and similar transactions. It also reviews and makes recommendations to the Board with respect to the Company's financial policies and condition, its dividend policies, bank credit arrangements, financing investments and other financial matters. The Committee has the authority to act in all matters that the full Board may act upon when the

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Board is not in session, unless limited by a resolution of the Board and except to the extent limited by law. The Committee held seven meetings in 1997.

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