UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
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Equitable Resources, Inc.
(Name of Registrant as Specified In Its Charter)
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The following information regarding the company’s annual incentive program is provided as further support for the Board of Director’s recommendation that shareholders vote Against item no. 4 on the proxy card (Shareholder Proposal on Pay-For-Superior Performance).

In December 2005, the Compensation Committee approved the target annual incentive pool under the company’s short-term incentive plans from which employee and officer bonuses would be paid as well as the internal and external measures used to calculate the actual 2006 annual incentive pool.  Each measure was given an assigned weighting.  The measures and assigned weightings for 2006 were:

 

 

These weightings result in a target multiplier of 1.0 which could be increased (but could not exceed 2.0) or decreased (as low as 0) based on the actual performance on each measure, as follows:

 

 

 

 

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* The Compensation Committee may in its discretion increase the pay-out multiple for best in class performance in relative ROTC and relative adjusted EPS growth rate and for adjusted internal EPS growth rate in excess of 15%; provided that the aggregate weighted average multiple may not exceed 2.00X.

The overall incentive pool from which annual incentive payments are made is determined, using the weightings above, by applying the actual performance on each measure to the pay-out multiples described.  In 2006, the Company was in the first quartile for relative ROTC (for a multiplier of 2.00X) and the second quartile for relative adjusted EPS growth rate (for a multiplier of 1.50X), achieved internal adjusted EPS growth in excess of 10% (for a multiplier of 1.31X), and did not fully meet its business unit value drivers (for a multiplier of ..92X).  In applying these multipliers to the weightings above for each performance measure, the 2006 incentive pool was determined to be 1.46X of the target pool.  The primary determinant for individual annual incentive payout for the named executive officers (and other participants) assuming good individual performance, is the size of the actual pool compared to the size of the target pool.  Stated differently, in 2006 with an actual incentive pool equal to 146% of the target pool, the named executive officers received a weighted average payout equal to 154% of their aggregate target annual incentive.

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