
<PAGE>
 
                                                                     EXHIBIT 1.1



                           EQUITABLE RESOURCES, INC.

                                DEBT SECURITIES

                             Underwriting Agreement

                                                                __________, 199_

To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto


Ladies and Gentlemen:

          Equitable Resources, Inc., a Pennsylvania corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule II hereto (the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), the principal amount of its debt securities identified in
Schedule I hereto (the "Securities"), to be issued under the indenture specified
in Schedule I hereto (the "Indenture") between the Company and the Trustee
identified in such Schedule (the "Trustee").  If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in Schedule I hereto,
then the terms "Underwriters" and "Representatives", as used herein, shall each
be deemed to refer to such firm or firms.

          The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"), two registration
statements (the file numbers of which are set forth in Schedule I hereto) on
Form S-3, relating to certain debt securities (the "Shelf Securities") to be
issued from time to time by the Company.  The Company also has filed with, or
proposes to file with, the Commission pursuant to Rule 424 under the Securities
Act a prospectus supplement specifically relating to the Securities.  The
registration statements as amended to the date of this Agreement are hereinafter
referred to as the "Registration Statement" and the related prospectus covering
the Shelf Securities in the form first used to confirm sales of the Securities
is hereinafter referred to as the "Basic Prospectus".  The Basic Prospectus as
supplemented by the prospectus supplement specifically relating to the
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "Prospectus".  Any reference in this Agreement to
the Registration Statement, the Basic Prospectus, any preliminary form of the
Prospectus (a "preliminary prospectus") previously filed with the Commission
pursuant to Rule 424 or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the
<PAGE>
 
Securities Act which were filed under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") on or before the date of this Agreement or
the date of the Basic Prospectus, any preliminary prospectus or the Prospectus,
as the case may be; and any reference to "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus, any
preliminary prospectus or the Prospectus shall be deemed to refer to and include
any documents filed under the Exchange Act after the date of this Agreement, or
the date of the Basic Prospectus, any preliminary prospectus or the Prospectus,
as the case may be, which are deemed to be incorporated by reference therein.

          The Company hereby agrees with the Underwriters as follows:

          1.  The Company agrees to issue and sell the Securities to the several
Underwriters as hereinafter provided, and each Underwriter, on the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees to purchase, severally and not jointly, from the
Company the respective principal amount of Securities set forth opposite such
Underwriter's name in Schedule II hereto at the purchase price set forth in
Schedule I hereto plus accrued interest, if any, from the date specified in
Schedule I hereto to the date of payment and delivery.

          2.  The Company understands that the several Underwriters intend (i)
to make a public offering of their respective portions of the Securities and
(ii) initially to offer the Securities upon the terms set forth in the
Prospectus.

          3.  Payment for the Securities shall be made by wire transfer in
immediately available funds to the account specified by the Company to the
Representatives, no later than noon the Business Day (as defined below) prior to
the Closing Date (as defined below), on the date and at the time and place set
forth in Schedule I hereto (or at such other time and place on the same or such
other date, not later than the fifth Business Day thereafter, as you and the
Company may agree in writing).  As used herein, the term "Business Day" means
any day other than a day on which banks are permitted or required to be closed
in New York City.  The time and date of such payment and delivery with respect
to the Securities are referred to herein as the "Closing Date".

          Payment for the Securities shall be made against delivery to the
nominee of The Depository Trust Company for the respective accounts of the
several Underwriters of the Securities of one or more global notes (the "Global
Note") representing the Securities, with any transfer taxes payable in
connection with the transfer to the Underwriters of the Securities duly paid by
the Company.  The Global Note will be made available for inspection by the
Representatives at the office of [the Trustee, address] [J.P. Morgan Securities
Inc. at the address set forth above] not later than 1:00 P.M., New York City
time, on the Business Day prior to the Closing Date.

          4.  The Company represents and warrants to each Underwriter that:

          (a)  the Registration Statement has been declared effective by the
Commission under the Securities Act; no stop order suspending the effectiveness
of the Registration

                                      -2-
<PAGE>
 
Statement has been issued and no proceeding for that purpose has been instituted
or, to the knowledge of the Company, threatened by the Commission; and the
Registration Statement and Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) comply, or will
comply, as the case may be, in all material respects with the Securities Act and
the Trust Indenture Act of 1939, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Trust Indenture Act"), and do not
and will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the date of the Prospectus and any
amendment or supplement thereto, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and the Prospectus, as amended or supplemented at the
Closing Date, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
except that the foregoing representations and warranties shall not apply to (i)
that part of the Registration Statement which constitutes the Statement of
Eligibility and Qualification (Form T-l) under the Trust Indenture Act of the
Trustee, and (ii) statements or omissions in the Registration Statement or the
Prospectus made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by such Underwriter through
the Representatives expressly for use therein;

          (b)  the documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they are made,
not misleading;

          (c)  the financial statements, and the related notes thereto, included
or incorporated by reference in the Registration Statement and the Prospectus
present fairly the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the results of their
operations and the changes in their consolidated cash flows for the periods
specified; said financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis, and the
supporting schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein[; and the
pro forma financial information, and the related notes thereto, included or
incorporated by reference in the Registration Statement and the Prospectus has
been prepared in accordance with the applicable requirements of the Securities
Act and the Exchange Act, as applicable, and

                                      -3-
<PAGE>
 
is based upon good faith estimates and assumptions believed by the Company to be
reasonable];

          (d)  since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any change in
the capital stock or long-term debt of the Company or any of its subsidiaries
other than pursuant to the conversion of convertible securities or the exercise
of stock options, in either case, set forth in the most recent financial
statements of the Company included or incorporated in the Prospectus, or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, business, prospects,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Prospectus; and except as set forth or contemplated in
the Prospectus neither the Company nor any of its subsidiaries has entered into
any transaction or agreement (whether or not in the ordinary course of business)
material to the Company and its subsidiaries taken as a whole;

          (e)  the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of its jurisdiction of
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, and has been
duly qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified or in good
standing would not have a material adverse effect on the Company and its
subsidiaries taken as a whole;

          (f)  each of the Company's subsidiaries has been duly incorporated and
is validly existing as a corporation under the laws of its jurisdiction of
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, and has been
duly qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification, other
than where the failure to be so qualified or in good standing would not have a
material adverse effect on the Company and its subsidiaries taken as a whole;
and all the outstanding shares of capital stock of each subsidiary of the
Company have been duly authorized and validly issued, are fully-paid and non-
assessable, and (except in the case of foreign subsidiaries, for directors'
qualifying shares) are owned by the Company, directly or indirectly, free and
clear of all liens, encumbrances, security interests and claims;

          (g)  this Agreement has been duly authorized, executed and delivered
by the Company;

          (h)  the Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, enforceable in accordance with its
terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability; and the Indenture

                                      -4-
<PAGE>
 
(including any amendments and supplements thereto) conforms with all
requirements of the Trust Indenture Act and the applicable rules and regulations
promulgated thereunder by the Commission;

          (i)  the Securities have been duly authorized and, when executed and
authenticated in accordance with the Indenture and delivered to and duly paid
for by the purchasers thereof, will be entitled to the benefits of the Indenture
and will be valid and binding obligations of the Company, enforceable in
accordance with their terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditor's rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability; the
Securities, when executed and authenticated in accordance with the Indenture and
delivered to and duly paid for by the purchasers thereof, will rank pari passu
                                                                    ---- -----
with all Securities (as defined in the Indenture) issued and to be issued under
the Indenture and all other unsecured debt of the Company which is not expressly
subordinated; and the Securities and the Indenture will conform to the
description thereof in the Prospectus;

          (j)  neither the Company nor any of its subsidiaries is, or with the
giving of notice or lapse of time or both would be, in violation of or in
default under, its Restated Articles of Incorporation or By-Laws or any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which it or any of them or any of their respective properties is bound, except
for violations and defaults which individually and in the aggregate are not
material to the Company and its subsidiaries taken as a whole or to the holders
of the Securities; the issue and sale of the Securities and the performance by
the Company of all of the provisions of its obligations under the Securities,
the Indenture and this Agreement and the consummation of the transactions herein
and therein contemplated will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, nor will any such action
result in any violation of the provisions of the Restated Articles of
Incorporation or By-Laws of the Company or any applicable law or statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company, its subsidiaries or any of their respective
properties; and no consent, approval, authorization, order, license,
registration or qualification of or with any such court or governmental agency
or body is required for the issue and sale of the Securities or the consummation
by the Company of the transactions contemplated by this Agreement or the
Indenture, except such consents, approvals, authorizations, orders, licenses,
registrations or qualifications as have been obtained under the Securities Act
or the Trust Indenture Act and as may be required under state securities or Blue
Sky Laws in connection with the purchase and distribution of the Securities by
the Underwriters or from the Pennsylvania Public Utility Commission and the
Kentucky Public Service Commission in connection with the issuance and sale of
the Securities;

          (k)  other than as set forth or contemplated in the Prospectus, there
are no legal or governmental investigations, actions, suits or proceedings
pending or, to the

                                      -5-
<PAGE>
 
knowledge of the Company, threatened against or affecting the Company or any of
its subsidiaries or any of their respective properties or to which the Company
or any of its subsidiaries is or may be a party or to which any property of the
Company or any of its subsidiaries or to which the Company or any of its
subsidiaries is or may be subject which, if determined adversely to the Company
or any of its subsidiaries, could individually or in the aggregate reasonably be
expected to have a material adverse effect on the general affairs, business,
prospects, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole and, to the best
of the Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others; and there are no statutes,
regulations, contracts or other documents that are required to be filed as an
exhibit to the Registration Statement or required to be described in the
Registration Statement or the Prospectus which are not filed or described as
required;

          (l)  the Company and its subsidiaries have good and marketable title
in fee simple to all items of real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described or referred to in the
Prospectus or such as do not materially affect the value of such property and do
not interfere with the use made or proposed to be made of such property by the
Company and its subsidiaries; and any real property and buildings held under
lease by the Company and its subsidiaries are held by them under valid, existing
and enforceable leases with such exceptions as are not material and do not
interfere with the use made or proposed to be made of such property and
buildings by the Company or its subsidiaries;

          (m)  no relationship, direct or indirect, exists between or among the
Company or any of its subsidiaries on the one hand, and the directors, officers,
stockholders, customers or suppliers of the Company or any of its subsidiaries
on the other hand, which is required by the Securities Act to be described in
the Registration Statement and the Prospectus which is not so described;

          (n)  the Company is not and, after giving effect to the offering and
sale of the Securities, will not be an "investment company" or entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

          (o)  the Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business
with the Government of Cuba or with any person or affiliate located in Cuba;

          (p)  the Company and its subsidiaries have filed all federal, state,
local and foreign tax returns which have been required to be filed and have paid
all taxes shown thereon and all assessments received by them or any of them to
the extent that such taxes have become due and are not being contested in good
faith; and, except as disclosed in the Registration Statement and the
Prospectus, there is no tax deficiency which has been or might reasonable be
expected to be asserted or threatened against the Company or any of its
subsidiaries;

                                      -6-
<PAGE>
 
          (q)  each of the Company and its subsidiaries owns, possesses or has
obtained all licenses, permits, certificates, consents, orders, approvals and
other authorizations from, and has made all declarations and filings with, all
federal, state, local and other governmental authorities (including foreign
regulatory agencies), all self-regulatory organizations and all courts and other
tribunals, domestic or foreign, necessary to own or lease, as the case may be,
and to operate its properties and to carry on its business as conducted as of
the date hereof, except where the failure to so own or possess or to have so
obtained or made would not, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries taken as a whole, and neither the
Company nor any such subsidiary has received any actual notice of any proceeding
relating to revocation or modification of any such license, permit, certificate,
consent, order, approval or other authorization, except as described in the
Registration Statement and the Prospectus; and each of the Company and its
subsidiaries is in compliance with all laws and regulations relating to the
conduct of its business as conducted as of the date hereof, except where the
failure to be in compliance would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries taken as a whole;

          (r) the Company and its subsidiaries (i) are in compliance with any
and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses, (iii) are in compliance with all terms and conditions of
any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole, and (iv)
are not aware of any administrative or judicial action being contemplated by
governmental authorities relating to Environmental Laws; neither the Company nor
any of its subsidiaries are subject to any consent decree or compliance or
administrative order issued pursuant to, or are the subject of any pending
investigation or litigation under, applicable Environmental Laws except for such
actions, decrees, orders or investigations which do not and are not reasonably
expected to have a material adverse effect on, or cause material changes to, the
general affairs, business, prospects, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and neither the Company nor any of its
subsidiaries is a party to a governmental proceeding arising under any
Environmental Law which involves potential monetary sanctions, exclusive of
interest and costs, of $100,000 or more;

          (s)  in the ordinary course of its business, the Company reviews the
effect of Environmental Laws on the business, operations and properties of the
Company and its subsidiaries, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties); and, on the basis of such review, the Company has reasonably
concluded that such

                                      -7-
<PAGE>
 
associated costs and liabilities would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries, taken as a whole;

          (t) there are no existing or, to the best knowledge of the Company,
threatened labor disputes with the employees of the Company or any of its
subsidiaries which are likely to have a material adverse effect on the Company
and its subsidiaries taken as a whole; and

          (u) each employee benefit plan, within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that
is maintained, administered or contributed to by the Company or any of its
affiliates for employees or former employees of the Company and its affiliates
has been maintained in compliance with its terms and the requirements of any
applicable statutes, orders, rules and regulations, including but not limited to
ERISA and the Internal Revenue Code of 1986, as amended (the "Code").  No
prohibited transaction, within the meaning of Section 406 of ERISA or Section
4975 of the Code has occurred with respect to any such plan excluding
transactions effected pursuant to a statutory or administrative exemption.  For
each such plan which is subject to the funding rules of Section 412 of the Code
or Section 302 of ERISA no "accumulated funding deficiency" as defined in
Section 412 of the Code has been incurred, whether or not waived, and the fair
market value of the assets of each such plan (excluding for these purposes
accrued but unpaid contributions) exceeded the present value of all benefits
accrued under such plan determined using reasonable actuarial assumptions.

          5.  The Company covenants and agrees with each of the several
Underwriters as follows:

          (a)  to file the Prospectus in a form approved by you pursuant to Rule
424 under the Securities Act not later than the Commission's close of business
on the second Business Day following the date of determination of the offering
price of the Securities or, if applicable, such earlier time as may be required
by Rule 424(b);

          (b)  to deliver to each Representative and counsel for the
Underwriters, at the expense of the Company, a signed copy of the Registration
Statement (as originally filed) and each amendment thereto, in each case
including exhibits and documents incorporated by reference therein and, during
the period mentioned in paragraph (e) below, to each of the Underwriters as many
copies of the Prospectus (including all amendments and supplements thereto) and
documents incorporated by reference therein as you may reasonably request;

          (c)  from the date hereof and prior to the Closing Date, to furnish to
you a copy of any proposed amendment or supplement to the Registration Statement
or the Prospectus, for your review, and not to file any such proposed amendment
or supplement to which you reasonably object;

          (d)  to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering or sale
of the Securities, and during such same period, to advise you promptly, and to
confirm such advice in writing, (i) when

                                      -8-
<PAGE>
 
any amendment to the Registration Statement shall have become effective, (ii) of
any request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for any additional information,
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation or threatening of
any proceeding for that purpose, and (iv) of the receipt by the Company of any
notification with respect to any suspension of the qualification of the
Securities for offer and sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and to use its best efforts to
prevent the issuance of any such stop order or notification and, if issued, to
obtain as soon as possible the withdrawal thereof;

          (e)  if, during such period after the first date of the public
offering of the Securities as in the opinion of counsel for the Underwriters a
prospectus relating to the Securities is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall occur as a
result of which it is necessary to amend or supplement the Prospectus in order
to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus to comply with law, forthwith to prepare and
furnish, at the expense of the Company, to the Underwriters and to the dealers
(whose names and addresses you will furnish to the Company) to which Securities
may have been sold by you on behalf of the Underwriters and to any other dealers
upon request, such amendments or supplements to the Prospectus as may be
necessary so that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus is delivered to
a purchaser, be misleading or so that the Prospectus will comply with law; and
the opinion of Kirkpatrick & Lockhart LLP described above shall be rendered to
the Underwriters at the request of the Company and shall so state therein;

          (f)  to endeavor to qualify the Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions as you shall reasonably
request and to continue such qualification in effect so long as reasonably
required for distribution of the Securities; provided, that the Company shall
                                             --------                        
not be required to file a general consent to service of process or qualify to do
business in any jurisdiction;

          (g)  to make generally available to its security holders and to you as
soon as practicable an earnings statement covering a period of at least twelve
months beginning with the first fiscal quarter of the Company occurring after
the effective date of the Registration Statement, which shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (h)  until the fifth anniversary of the date hereof, to furnish to you
copies of all reports or other communications (financial or other) furnished to
holders of Securities, and copies of any reports and financial statements
furnished to or filed with the Commission or any national securities exchange;

          (i)  during the period beginning on the date hereof and continuing to
and including the Business Day following the Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of or guaranteed by
the Company which are substantially similar to the Securities;

                                      -9-
<PAGE>
 
          (j)  to use the net proceeds received by the Company from the sale of
the Securities pursuant to this Agreement in the manner specified in the
Prospectus under the caption "Use of Proceeds";

          [(k)  to use its best efforts to [list, subject to notice of issuance,
the Securities on the ____________ Stock Exchange (the "Exchange")] [list for
quotation the Securities on the National Association of Securities Dealers
Automated Quotations National Market (the "Nasdaq National Market")];] and

          (l) whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
costs and expenses incident to the performance of its obligations hereunder,
including without limiting the generality of the foregoing, all costs and
expenses (i) incident to the preparation, issuance, execution, authentication
and delivery of the Securities, including any expenses of the Trustee, (ii)
incident to the preparation, printing and filing under the Securities Act of the
Registration Statement, the Prospectus and any preliminary prospectus (including
in each case all exhibits, amendments and supplements thereto), (iii) incurred
in connection with the registration or qualification and determination of
eligibility for investment of the Securities under the laws of such
jurisdictions as the Underwriters may designate (including fees of counsel for
the Underwriters and their disbursements), [(iv) in connection with the listing
of the Securities on the [Exchange] [Nasdaq National Market],] (v) related to
any filing with the National Association of Securities Dealers, Inc., (vi) in
connection with the printing (including word processing and duplication costs)
and delivery of this Agreement, the Indenture, the Preliminary and Supplemental
Blue Sky Memoranda and any Legal Investment Survey and the furnishing to
Underwriters and dealers of copies of the Registration Statement and the
Prospectus, including mailing and shipping, as herein provided, (vii) payable to
rating agencies in connection with the rating of the Securities, (viii) any
expenses incurred by the Company in connection with a "road show" presentation
to potential investors, and (ix) the cost and charges of any transfer agent.

          6.  The several obligations of the Underwriters hereunder shall be
subject to the following conditions:

          (a)  the representations and warranties of the Company contained
herein are true and correct on and as of the Closing Date as if made on and as
of the Closing Date and the Company shall have complied with all agreements and
all conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date;

          (b)  the Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) under the Securities Act within the applicable time period
prescribed for such filing by the Securities Act; no stop order suspending the
effectiveness of the Registration Statement nor any order suspending the
qualification of the Securities for offering or sale in any jurisdiction shall
be in effect and no proceeding for such purpose shall have been initiated or
threatened by the Commission or any state or other regulatory body; and all
requests for additional information on the part of the Commission shall have
been complied with to your satisfaction;

                                      -10-
<PAGE>
 
          (c)  subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any downgrading, nor
shall any notice have been given of (i) any intended or potential downgrading or
(ii) any review or possible change that does not indicate an improvement, in the
rating accorded any securities of or guaranteed by the Company by any
"nationally recognized statistical rating organization", as such term is defined
for purposes of Rule 436(g)(2) under the Securities Act;

          (d)  since the respective dates as of which information is given in
the Prospectus there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any material adverse
change or any development involving a prospective material adverse change in or
affecting the general affairs, business, prospects, management, financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, otherwise than as set forth or contemplated in
the Prospectus, the effect of which in the judgment of the Representatives makes
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in the
Prospectus; and neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Prospectus;

          (e)  the Representatives shall have received on and as of the Closing
Date a certificate of an executive officer of the Company, with specific
knowledge about the Company's financial matters, satisfactory to you to the
effect set forth in subsections (a) through (c) (with respect to the respective
representations, warranties, agreements and conditions of the Company) of this
Section and to the further effect that there has not occurred any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, business, prospects, management,
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries taken as a whole from that set forth or contemplated in the
Registration Statement or Prospectus;

          (f)  Augustine A. Mazzei, Jr., Senior Vice President and Chief Legal
Officer of the Company, shall have furnished to you his written opinion, dated
the Closing Date, in form and substance satisfactory to you, to the effect that:

               (i)    the Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of its
     jurisdiction of incorporation, with power and authority (corporate and
     other) to own its properties and conduct its business as described in the
     Prospectus as amended or supplemented;

               (ii)   the Company has been duly qualified as a foreign
     corporation for the transaction of business and is in good standing under
     the laws of each other jurisdiction in which it owns or leases properties,
     or conducts any business, so as to require such qualification, other than
     where the failure to be so qualified or in good

                                      -11-
<PAGE>
 
     standing would not have a material adverse effect on the Company and its
     subsidiaries taken as a whole;

               (iii)  each of the Company's subsidiaries has been duly
     incorporated and is validly existing as a corporation under the laws of its
     jurisdiction of incorporation with power and authority (corporate and
     other) to own its properties and conduct its business as described in the
     Prospectus and has been duly qualified as a foreign corporation for the
     transaction of business and is in good standing under the laws of each
     other jurisdiction in which it owns or leases properties, or conducts any
     business, so as to require such qualification, other than where the failure
     to be so qualified and in good standing would not have a material adverse
     effect on the Company and its subsidiaries taken as a whole; and all of the
     issued shares of capital stock of each subsidiary have been duly and
     validly authorized and issued, are fully paid and non-assessable, and
     (except in the case of foreign subsidiaries, for directors' qualifying
     shares) are owned directly or indirectly by the Company, free and clear of
     all liens, encumbrances, equities or claims;

               (iv)   other than as set forth or contemplated in the Prospectus,
     there are no legal or governmental investigations, actions, suits or
     proceedings pending or, to the best of such counsel's knowledge, threatened
     against or affecting the Company or any of its subsidiaries or any of their
     respective properties or to which the Company or any of its subsidiaries is
     or may be a party or to which any property of the Company or its
     subsidiaries is or may be subject which, if determined adversely to the
     Company or any of its subsidiaries, could individually or in the aggregate
     have, or reasonably be expected to have, a material adverse effect on the
     general affairs, business, prospects, management, financial position,
     stockholders' equity or results of operations of the Company and its
     subsidiaries taken as a whole; to the best of such counsel's knowledge, no
     such proceedings are threatened or contemplated by governmental authorities
     or threatened by others; and such counsel does not know of any statutes,
     regulations, contracts or other documents that are required to be filed as
     an exhibit to the Registration Statement or required to be described in the
     Registration Statement or the Prospectus which are not filed or described
     as required;

               (v) neither the Company nor any of its subsidiaries is, or with
     the giving of notice or lapse of time or both would be, in violation of or
     in default under, its Restated Articles of Incorporation or By-Laws or any
     indenture, mortgage, deed of trust, loan agreement or other agreement or
     instrument known to such counsel to which the Company or any of its
     subsidiaries is a party or by which it or any of them or any of their
     respective properties is bound, except for violations and defaults which
     individually and in the aggregate are not material to the Company and its
     subsidiaries taken as a whole or to the holders of the Securities; the
     issue and sale of the Securities and the performance by the Company of its
     obligations under the Securities, the Indenture and this Agreement and the
     consummation of the transactions herein and therein contemplated will not
     conflict with or result in a breach of any of the terms or provisions of,
     or constitute a default under, any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument known to such counsel to which
     the Company or any of its subsidiaries is a party or by which the Company

                                      -12-
<PAGE>
 
     or any of its subsidiaries is bound or to which any of the property or
     assets of the Company or any of its subsidiaries is subject, nor will any
     such action result in any violation of the provisions of the Restated
     Articles of Incorporation or By-Laws of the Company or any applicable law
     or statute or any order, rule or regulation of any court or governmental
     agency or body having jurisdiction over the Company, its subsidiaries or
     any of their respective properties;

               (vi)   no consent, approval, authorization, order, license,
     registration or qualification of or with any court or governmental agency
     or body is required for the issue and sale of the Securities or the
     consummation of the other transactions contemplated by this Agreement or
     the Indenture, except such consents, approvals, authorizations, orders,
     licenses, registrations or qualifications as have been obtained under the
     Securities Act and the Trust Indenture Act and as may be required under
     state securities or Blue Sky laws in connection with the purchase and
     distribution of the Securities by the Underwriters or from the Pennsylvania
     Public Utility Commission and the Kentucky Public Service Commission in
     connection with the issuance and sale of the Securities;

               (vii)   such counsel (A) is of the opinion that each document
     incorporated by reference in the Registration Statement and the Prospectus
     as amended or supplemented (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion)
     complied as to form when filed with the Commission in all material respects
     with the Exchange Act, (B) believes that (except for the financial
     statements included therein as to which such counsel need express no
     belief) each part of the Registration Statement (including the documents
     incorporated by reference therein) filed with the Commission pursuant to
     the Securities Act, when such part became effective, did not and, as of the
     date such opinion is delivered, does not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading, (C) is
     of the opinion that the Registration Statement and the Prospectus and any
     amendments and supplements thereto (except for the financial statements
     included therein as to which such counsel need express no opinion) comply
     as to form in all material respects with the requirements of the Securities
     Act and the Trust Indenture Act and (D) believes that (except for the
     financial statements included therein as to which such counsel need express
     no belief) the Registration Statement and the Prospectus, on the date of
     this Agreement, did not contain any untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading, and that the Prospectus as
     amended or supplemented, if applicable, does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading;

               (viii)  the Company is not and, after giving effect to the
     offering and sale of the Securities, will not be an "investment company" or
     entity "controlled" by an "investment company", as such terms are defined
     in the Investment Company Act;

                                      -13-
<PAGE>
 
               (ix)  each of the Company and its subsidiaries owns, possesses or
     has obtained all licenses, permits, certificates, consents, orders,
     approvals and other authorizations from, and has made all declarations and
     filings with, all federal, state, local and other governmental authorities
     (including foreign regulatory agencies), all self-regulatory organizations
     and all courts and other tribunals, domestic or foreign, necessary to own
     or lease, as the case may be, and to operate its properties and to carry on
     its business as conducted as of the date hereof, except where the failure
     to so own or possess or to have so obtained or made would not, singly or in
     the aggregate, have a material adverse effect on the Company and its
     subsidiaries taken as a whole, and neither the Company nor any such
     subsidiary has received any actual notice of any proceeding relating to
     revocation or modification of any such license, permit, certificate,
     consent, order, approval or other authorization, except as described in the
     Registration Statement and the Prospectus; and each of the Company and its
     subsidiaries is in compliance with all laws and regulations relating to the
     conduct of its business as conducted as of the date of the Prospectus,
     except where the failure to be in compliance would not, singly or in the
     aggregate, have a material adverse effect on the Company and its
     subsidiaries taken as a whole;

               (x) the Company and its subsidiaries have good and marketable
     title in fee simple to all real property and good and marketable title to
     all personal property owned by them, in each case free and clear of all
     liens, encumbrances and defects except such as are described or referred to
     in the Prospectus or such as do not materially affect the value of such
     property and do not interfere with the use made and proposed to be made of
     such property by the Company and its subsidiaries; and any real property
     and buildings held under lease by the Company and its subsidiaries are held
     by them under valid, existing and enforceable leases with such exceptions
     as are not material and do not interfere with the use made or proposed to
     be made of such property and buildings by the Company or its subsidiaries;
     and

               (xi) each of the Company and its subsidiaries is in compliance
     with all Environmental Laws, except, in each case, where noncompliance,
     individually or in the aggregate, would not have a material adverse effect
     on the Company and its subsidiaries taken as a whole; and there are no
     legal or governmental proceedings pending or, to the knowledge of such
     counsel, threatened against or affecting the Company or any of its
     subsidiaries under any Environmental Law which, individually or in the
     aggregate, could reasonably be expected to have a material adverse effect
     on the Company and its subsidiaries taken as a whole.

          In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws other than the laws of the United States and
the Commonwealth of Pennsylvania, to the extent such counsel deems proper and to
the extent specified in such opinion, if at all, upon an opinion or opinions (in
form and substance reasonably satisfactory to Underwriters' counsel) of other
counsel reasonably acceptable to the Underwriters' counsel, familiar with the
applicable laws; (B) as to matters of fact, to the extent such counsel deems
proper, on certificates of responsible officers of the Company and certificates
or other written statements of officials of jurisdictions having custody of
documents respecting the corporate existence or good standing of the Company.
The opinion of such

                                      -14-
<PAGE>
 
counsel for the Company shall state that the opinion of any such other counsel
upon which he relied is in form satisfactory to such counsel and, in such
counsel's opinion, the Underwriters and he are justified in relying thereon.

          (g)  Reed Smith Shaw & McClay, counsel for the Company, shall have
furnished to you their written opinion, dated the Closing Date, in form and
substance satisfactory to you, to the effect that:

               (i)    the Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of its
     jurisdiction of incorporation, with power and authority (corporate and
     other) to own its properties and conduct its business as described in the
     Prospectus as amended or supplemented;

               (ii)    this Agreement has been duly authorized, executed and
     delivered by the Company and is a valid and binding agreement except as
     rights to indemnity and contribution hereunder may be limited by applicable
     law;

               (iii)   the Securities have been duly authorized, executed and
     delivered by the Company and, when duly authenticated in accordance with
     the terms of the Indenture and delivered to and paid for by the
     Underwriters in accordance with the terms of this Agreement, will
     constitute valid and binding obligations of the Company entitled to the
     benefits provided by the Indenture except as (A) the enforceability thereof
     may be limited by bankruptcy, insolvency or similar laws affecting
     creditors' rights generally and (B) rights of acceleration and the
     availability of equitable remedies may be limited by equitable principles
     of general applicability;

               (iv)  the Indenture has been duly authorized, executed and
     delivered by the Company and constitutes a valid and binding instrument of
     the Company; and the Indenture has been duly qualified under the Trust
     Indenture Act except as (A) the enforceability thereof may be limited by
     bankruptcy, insolvency or similar laws affecting creditors' rights
     generally and (B) rights of acceleration and the availability of equitable
     remedies may be limited by equitable principles of general applicability;

               (v) the issue and sale of the Securities and the performance by
     the Company of its obligations under the Securities, the Indenture and this
     Agreement and the consummation of the transactions herein and therein
     contemplated will not conflict with or result in a breach of any of the
     terms or provisions of, or constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other agreement or instrument
     known to such counsel to which the Company or any of its subsidiaries is a
     party or by which the Company or any of its subsidiaries is bound or to
     which any of the property or assets of the Company or any of its
     subsidiaries is subject, nor will any such action result in any violation
     of the provisions of the Restated Articles of Incorporation or By-Laws of
     the Company or any applicable law or statute or any order, rule or
     regulation of any court or governmental agency or body having jurisdiction
     over the Company, its subsidiaries or any of their respective properties;

                                      -15-
<PAGE>
 
               (vi)   no consent, approval, authorization, order, license,
     registration or qualification of or with any court or governmental agency
     or body is required for the issue and sale of the Securities or the
     consummation of the other transactions contemplated by this Agreement or
     the Indenture, except such consents, approvals, authorizations, orders,
     licenses, registrations or qualifications as have been obtained under the
     Securities Act and the Trust Indenture Act and as may be required under
     state securities or Blue Sky laws in connection with the purchase and
     distribution of the Securities by the Underwriters or from the Pennsylvania
     Public Utility Commission and the Kentucky Public Service Commission in
     connection with the issuance and sale of the Securities;

               (vii)    the statements in the Prospectus under "_______",
     "Description of the Debt Securities" and "Plan of Distribution", in the
     Prospectus incorporated by reference from Item 3 of Part 1 of the Company's
     Annual Report on Form 10-K for the year ended December 31, 19___, in the
     Prospectus incorporated by reference from item 1 of Part II of the
     Company's Quarterly Reports on Form 10-Q, if any, filed with the Commission
     since such Annual Report, in the Prospectus incorporated by reference from
     item 5 of the Company's Current Reports on Form 8-K, if any, filed with the
     Commission since such Annual Report and in the Registration Statement in
     Item 15, insofar as such statements constitute a summary of the legal
     matters, documents or proceedings referred to therein, fairly present the
     information called for with respect to such legal matters, documents or
     proceedings; and

               (viii)   such counsel (A) is of the opinion that the Registration
     Statement and the Prospectus and any amendments and supplements thereto
     (except for the financial statements included therein as to which such
     counsel need express no opinion) comply as to form in all material respects
     with the requirements of the Securities Act and the Trust Indenture Act and
     (B) believes that (except for the financial statements included therein as
     to which such counsel need express no belief) the Registration Statement
     and the Prospectus, on the date of this Agreement, did not contain any
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and that the Prospectus as amended or supplemented, if
     applicable, does not contain any untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

          In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws other than the laws of the United States and
the Commonwealth of Pennsylvania, to the extent such counsel deems proper and to
the extent specified in such opinion, if at all, upon an opinion or opinions (in
form and substance reasonably satisfactory to Underwriters' counsel) of other
counsel reasonably acceptable to the Underwriters' counsel, familiar with the
applicable laws; (B) as to matters of fact, to the extent such counsel deems
proper, on certificates of responsible officers of the Company and certificates
or other written statements of officials of jurisdictions having custody of
documents respecting the corporate existence or good standing of the Company.
The opinion of such counsel for the Company shall state that the opinion of any
such other counsel upon which

                                      -16-
<PAGE>
 
they relied is in form satisfactory to such counsel and, in such counsel's
opinion, the Underwriters and they are justified in relying thereon.  With
respect to the matters to be covered in subparagraph (viii) above, counsel may
state their opinion and belief is based upon their participation in the
preparation of the Registration Statement and the Prospectus and any amendment
or supplement thereto (other than the documents incorporated by reference
therein) and review and discussion of the contents thereof (including the
documents incorporated by reference therein) but is without independent check or
verification except as specified.

          (h)  on the date hereof and on the Closing Date, Ernst & Young LLP
shall have furnished to you letters, dated such date, in form and substance
satisfactory to you, containing statements and information of the type
customarily included in accountants "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus;

          (i)  you shall have received on and as of the Closing Date an opinion
of Kirkpatrick & Lockhart LLP, counsel to the Underwriters, with respect to the
validity of the Indenture and the Securities, the Registration Statement, the
Prospectus and other related matters as the Representatives may reasonably
request, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;

          [(j) the Securities shall have been approved for listing on the
[insert name of stock exchange], subject to official notice of issuance;] and

          (k) on or prior to the Closing Date, the Company shall have furnished
to the Representatives such further certificates and documents as the
Representatives shall reasonably request.

          7.  The Company agrees to indemnify and hold harmless each Underwriter
[, each affiliate of any Underwriter which assists such Underwriter in the
distribution of the Securities] and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including without limitation the legal fees and other
expenses incurred in connection with any suit, action or proceeding or any claim
asserted) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use
therein.

          Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and

                                      -17-
<PAGE>
 
each person who controls the Company within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use in
the Registration Statement, the Prospectus, any amendment or supplement thereto,
or any preliminary prospectus.

          If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding.  In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It
is understood that the Indemnifying Person shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred.  Any such separate firm for the Underwriters
[, each affiliate of any Underwriter which assists such Underwriter in the
distribution of the Securities] and such control persons of Underwriters shall
be designated in writing by the first of the named Representatives on Schedule I
hereto and any such separate firm for the Company, its directors, its officers
who sign the Registration Statement and such control persons of the Company or
authorized representatives shall be designated in writing by the Company.  The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify any Indemnified Person from and against any loss or liability by
reason of such settlement or judgment.  Notwithstanding the foregoing sentence,
if at any time an Indemnified Person shall have requested an Indemnifying Person
to reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by the third sentence of this paragraph, the Indemnifying Person
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such Indemnifying Person of the aforesaid request and (ii)
such Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement.  No
Indemnifying Person shall, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Person is or could have been a party and indemnity
could have been sought

                                      -18-
<PAGE>
 
hereunder by such Indemnified Person, unless such settlement includes an
unconditional release of such Indemnified Person from all liability on claims
that are the subject matter of such proceeding.

          If the indemnification provided for in the first and second paragraphs
of this Section 7 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations.  The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same respective proportions as the net proceeds from the offering
of such Securities (before deducting expenses) received by the Company and the
total underwriting discounts and the commissions received by the Underwriters
bear to the aggregate public offering price of the Securities.  The relative
fault of the Company on the one hand and the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

          The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
                                                                        --- ----
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall an
Underwriter be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The Underwriters' obligations to
contribute pursuant to this Section 7 are several in proportion to the
respective principal amounts of the Securities set forth opposite their names in
Schedule I hereto, and is not joint.

                                      -19-
<PAGE>
 
          The remedies provided for in this Section 7 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

          The indemnity and contribution agreements contained in this Section 7
and the representations and warranties of the Company set forth in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter or by or on behalf
of the Company, its officers or directors or any other person controlling the
Company and (iii) acceptance of and payment for any of the Securities.

          8.  Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of the Representatives, by notice given to
the Company, if after the execution and delivery of this Agreement and prior to
the Closing Date (i) trading generally shall have been suspended or materially
limited on or by, as the case may be, any of the New York Stock Exchange, the
American Stock Exchange, the Philadelphia Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Mercantile Exchange or the
Chicago Board of Trade, (ii) trading of any securities of or guaranteed by the
Company shall have been suspended on any exchange or in any over-the-counter
market, (iii) a general moratorium on commercial banking activities in New York
or in Pennsylvania shall have been declared by either Federal or the relevant
state authorities, or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in the judgment of the Representatives, is material and adverse and which,
in the judgment of the Representatives, makes it impracticable to market the
Securities on the terms and in the manner contemplated in the Prospectus.

          9.  If on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Securities which it or they have agreed to purchase
under this Agreement, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Securities, the other Underwriters shall be obligated severally in the
proportions that the principal amounts of Securities set forth opposite their
respective names in Schedule I hereto bears to the aggregate principal amount of
Securities set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as the Representatives may specify, to purchase the
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; provided, that in no event shall the
                                     --------                            
principal amount of Securities that any Underwriter has agreed to purchase
pursuant to Section 1 be increased pursuant to this Section 9 by an amount in
excess of one-ninth of such principal amount of Securities without the written
consent of such Underwriter.  If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of Securities to be purchased,
and arrangements satisfactory to you and the Company for the purchase of such
Securities are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter or the
Company.  In any such case either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required

                                      -20-
<PAGE>
 
changes, if any, in the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected.  Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

          10.  If this Agreement shall be terminated by the Underwriters, or any
of them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement or any condition of the Underwriters' obligations cannot be fulfilled,
the Company agrees to reimburse the Underwriters or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all out-of-
pocket expenses (including the fees and expenses of their counsel) reasonably
incurred by such Underwriters in connection with this Agreement or the offering
of Securities.

          11.  This Agreement shall inure to the benefit of and be binding upon
the Company, the Underwriters, [each affiliate of any Underwriter which assists
such Underwriter in the distribution of the Securities,] any controlling persons
referred to herein and their respective successors and assigns.  Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any other person, firm or corporation any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained.  No purchaser of Securities from any Underwriter shall be deemed to
be a successor by reason merely of such purchase.

          12.  Any action by the Underwriters hereunder may be taken by you
jointly or by the first of the named Representatives set forth in Schedule I
hereto alone on behalf of the Underwriters, and any such action taken by you
jointly or by the first of the named Representatives set forth in Schedule I
hereto alone shall be binding upon the Underwriters.  All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be given at the address set forth in Schedule
I hereto.  Notices to the Company shall be given to it at 420 Boulevard of the
Allies, Pittsburgh, Pennsylvania 15219, Attention: Jeffrey C. Swoveland,
Treasurer (telefax number:  412-553-5875).

          13.  This Agreement may be signed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same
instrument.

                                      -21-
<PAGE>
 
          14.  This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to the conflicts
of laws provisions thereof.

                                    Very truly yours,

                                    EQUITABLE RESOURCES, INC.



                                    By:___________________________
                                    Name:
                                    Title:


Accepted: _____________, 1996

J.P. Morgan Securities Inc.
NationsBanc Capital Markets Inc.

Acting severally on behalf
of themselves and the several
Underwriters listed in Schedule II
hereto.

By:  J.P. Morgan Securities Inc.



By:_______________________
 Name:
 Title:

                                      -22-
<PAGE>
 
                                                                      SCHEDULE I



Representatives:              __________________________________________



Underwriting Agreement dated: __________________________________________


Registration Statement No.:   __________________________________________



Title of Securities:          __________________________________________



Aggregate principal amount:   $_________________________________________


Price to Public:              __% of the principal amount of the Securities,
                              plus accrued interest, if any, from ________,
                              199__ to the Closing Date.


Indenture:                    Indenture dated as of __________________ between
                              the Company and ________________, as trustee.



Maturity:                     __________________________________________



Interest Rate:                __________________________________________



Interest Payment Dates:       __________________________________________



Optional Redemption Provisions:    __________________________________________
<PAGE>
 
Sinking Fund Provisions:              __________________________________________



Other Provisions:                     __________________________________________



Closing Date and Time of Delivery:    __________________________________________



Closing Location:                     __________________________________________



Address for Notices to Underwriters:  __________________________________________
<PAGE>
 
                                                                     SCHEDULE II


<TABLE> 
<CAPTION> 
                                              Principal Amount
                                              of Securities
Underwriter                                   To Be Purchased             
- -----------                                   ---------------             
<S>                                           <C>  
J.P. Morgan Securities Inc. ................   $_____________
NationsBanc Capital Markets Inc. ...........   $_____________


_______________________
                         Total..............   $
</TABLE> 
