Exhibit 10.05

10.05 – Form of Participant Award Agreement (Restricted Stock) under 1999 Equitable Resources, Inc. Long-Term Incentive Plan (amended and restated October 20, 2004)

All restricted stock grants are made pursuant to an award agreement substantially as follows:

PARTICIPANT AWARD AGREEMENT

[DATE]

[NAME AND ADDRESS]

Dear [NAME]:

Pursuant to the terms and conditions of the Company’s 1999 Long-Term Incentive Plan (the “Plan”), the Compensation Committee of the Board of Directors of Equitable Resources, Inc. granted you a Restricted Stock Award (the “Award”) for shares of the Company’s common stock as outlined below.

Shares Granted:

Grant Date:

Vesting Schedule:

The employee shall be entitled to vote the restricted shares, and dividends issued with respect to such shares shall be invested in additional shares of common stock and added to the original shares, subject to the same restrictions as the shares originally awarded.

In the event of a change of control as defined in the Plan, all shares, including reinvested dividend shares, will immediately vest without restriction.  In the event of termination of employment for any reason prior to [day prior to 100% vesting], including death, disability or retirement, all unvested restricted shares, including reinvested dividend shares, shall be forfeited, except that, if termination is involuntary and without fault on the part of the employee (but not including termination resulting from death or disability), the shares will vest on [last day of vesting] as follows (including a proportional amount of reinvested dividend shares):

The employee may satisfy tax withholding obligations with respect to the award by directing the company to (i) withhold that number of shares which would otherwise be issued upon vesting to satisfy the minimum required statutory tax withholding obligations, and (ii) accept delivery of previously owned shares to satisfy such tax withholding; provided that if such withholding is in

excess of the minimum statutory rate, such shares must have been held by the employee for at least six months.

By my signature below, I hereby acknowledge receipt of this Award granted on the date shown above, which has been issued to me under the terms and conditions of the Plan.  I further acknowledge receipt of the copy of the Plan and agree to conform to all of the terms and conditions of the Award and the Plan.