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Item 9A. Controls and Procedures

2021-02-17 compared with 2020-02-27 · 156 added, 265 removed, 188 unchanged (69% of the section changed)

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Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020.

Ernst & Young LLP (Ernst & Young), the independent registered public accounting firm that audited the Company's Consolidated Financial Statements, has issued an attestation report on the Company's internal control over financial reporting.

Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the assets acquired in the Chevron Acquisition on November 30, 2020.

Total assets acquired and total operating revenues represented approximately 5% of the Company’s consolidated total assets at December 31, 2020 and less than 1% of the Company’s consolidated total operating revenues for the year ended December 31, 2020.

Ernst & Young's attestation report on the Company's internal control over financial reporting appears in Part II, Item 8., of this Annual Report on Form 10-K and is incorporated herein by reference.

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There were no changes in internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company is in the process of integrating the assets acquired in the Chevron Acquisition into the Company's internal controls over financial reporting.

Other Information

On February 26, 2020, the Board of Directors approved compensation decisions for the Company's President and Chief Executive Officer, Mr.

For 2020, the Board of Directors determined that Mr.

Rice's base salary will remain $1.00, approved an annual cash incentive target for Mr.

Rice of $1 million and approved long-term equity compensation awards for Mr.

Rice of (i) 1,000,000 options, having an exercise price per share of $10.00, and (ii) 458,716 incentive performance share units.

The Board of Directors also approved a pro-rated equity award for Mr.

Rice in respect of his service as President and Chief Executive Officer during the second half of 2019 consisting of 366,972 incentive performance share units.

The forms of award agreement for these awards are provided as exhibits to this Form 10-K.

Not Applicable.

Directors, Executive Officers and Corporate Governance

The following information is incorporated herein by reference from the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020:

Information required by Item 401 of Regulation S-K with respect to directors is incorporated herein by reference from the sections captioned "Item No.

1 – Election of Directors," and "Corporate Governance and Board Matters" in the Company's definitive proxy statement;

Information required by Item 405 of Regulation S-K with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the section captioned "Delinquent – Section 16(a) Reports" in the Company's definitive proxy statement;

Information required by Item 407(d)(4) of Regulation S-K with respect to disclosure of the existence of the Company's separately-designated standing Audit Committee and the identification of the members of the Audit Committee is incorporated herein by reference from the section captioned "Corporate Governance and Board Matters – Board Meetings and Committees – Audit Committee" in the Company's definitive proxy statement;

Information required by Item 407(d)(5) of Regulation S-K with respect to disclosure of the Company's audit committee financial expert is incorporated herein by reference from the section captioned "Corporate Governance and Board Matters – Board Meetings and Committees – Audit Committee" in the Company's definitive proxy statement.

• Information required by Item 401 of Regulation S-K with respect to directors is incorporated herein by reference from the sections captioned "Director Nominees" and "Director Independence" under "Corporate Governance and Board Matters" in the Company's definitive proxy statement;

• Information required by Item 407(d)(4) of Regulation S-K with respect to disclosure of the existence of the Company's separately-designated standing Audit Committee and the identification of the members of the Audit Committee is incorporated herein by reference from the section captioned "Corporate Governance and Board Matters – Board Committees – Audit Committee" in the Company's definitive proxy statement;

• Information required by Item 407(d)(5) of Regulation S-K with respect to disclosure of the Company's audit committee financial expert is incorporated herein by reference from the section captioned "Corporate Governance and Board Matters – Board Committees – Audit Committee" in the Company's definitive proxy statement.

Information required by Item 401 of Regulation S-K with respect to executive officers is included after Item 4 at the end of Part I of this Annual Report on Form 10-K under the caption "Information about our Executive Officers (as of February 17, 2021)," and is incorporated herein by reference.

The Company has adopted a code of business conduct and ethics applicable to all directors and employees, including the principal executive officer, principal financial officer and principal accounting officer.

The code of business conduct and ethics is posted on the Company's website http://www.eqt.com (accessible by clicking on the "Investors" link on the main page, followed by the "Governance" heading, then the "Governance Documents" link), and a printed copy will be delivered free of charge on request by writing to the corporate secretary at EQT Corporation, c/o Corporate Secretary, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.

The code of business conduct and ethics is posted on the Company's website http://www.eqt.com (accessible by clicking on the "About" link on the main page, followed by the "Governance" heading, then the "Charters and Governance Documents" link), and a printed copy will be delivered free of charge on request by writing to the corporate secretary at EQT Corporation, c/o Corporate Secretary, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.

The Company intends to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on the Company's website.

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Information required by Item 402 of Regulation S-K with respect to named executive officer and director compensation is incorporated herein by reference from the sections captioned "Executive Compensation – Compensation Discussion and Analysis," "Executive Compensation – Compensation Tables," "Executive Compensation – Compensation Policies and Practices and Risk Management," and "Directors' Compensation" in the Company's definitive proxy statement;

Information required by paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K with respect to certain matters related to the Management Development and Compensation Committee of the Company's Board of Directors is incorporated herein by reference from the sections captioned "Corporate Governance and Board Matters – Compensation Committee Interlocks and Insider Participation" and "Executive Compensation – Report of the Management Development and Compensation Committee" in the Company's definitive proxy statement.

• Information required by Item 402 of Regulation S-K with respect to named executive officer and director compensation is incorporated herein by reference from the sections captioned "Compensation Discussion and

Analysis," "Compensation Tables," "Compensation Policies and Practices and Risk Management," "Pay Ratio Disclosure" and "Corporate Governance and Board Matters – Directors' Compensation" in the Company's definitive proxy statement;

• Information required by paragraph (e)(5) of Item 407 of Regulation S-K with respect to certain matters related to the Management Development and Compensation Committee of the Company's Board of Directors is incorporated herein by reference from the section captioned "Compensation Committee Report" in the Company's definitive proxy statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 403 of Regulation S-K with respect to stock ownership of significant shareholders, directors and executive officers is incorporated herein by reference to the sections captioned "Equity Ownership – Stock Ownership of Significant Shareholders" and "Equity Ownership – Equity Ownership of Directors and Executive Officers" in the Company's definitive proxy statement relating to the 2020 annual meeting of shareholders, which will be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2019 .

Information required by Item 403 of Regulation S-K with respect to stock ownership of significant shareholders, directors and executive officers is incorporated herein by reference to the sections captioned "Equity Ownership – Security Ownership of Certain Beneficial Owners" and "Equity Ownership – Security Ownership of Management" in the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which will be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020.

Equity Compensation Plan Information

The following table and related footnotes provide information as of December 31, 2019 with respect to shares of the Company's common stock that may be issued under the Company's existing equity compensation plans, including the 2019 Long-Term Incentive Plan (2019 LTIP), 2014 Long-Term Incentive Plan (2014 LTIP), the 2009 Long-Term Incentive Plan (2009 LTIP), the 1999 Non-Employee Directors' Stock Incentive Plan (1999 NEDSIP), the 2005 Directors' Deferred Compensation Plan (2005 DDCP), the 1999 Directors' Deferred Compensation Plan (1999 DDCP), the 2008 Employee Stock Purchase Plan (2008 ESPP), and the 2014 Rice Energy Inc.

2014 Long-Term Incentive Plan (Rice LTIP):

Plan Category

Number Of Securities

The following table and related footnotes provide information as of December 31, 2020 with respect to shares of the Company's common stock that may be issued under the Company's existing equity compensation plans, including the 2020 Long-Term Incentive Plan (2020 LTIP), 2019 Long-Term Incentive Plan (2019 LTIP), 2014 Long-Term Incentive Plan (2014 LTIP), the 2009 Long-Term Incentive Plan (2009 LTIP), the 2008 Employee Stock Purchase Plan (2008 ESPP), and the 2005 Directors' Deferred Compensation Plan (2005 DDCP):

Plan Category Number Of Securities

To Be Issued Upon

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Options, Warrants

Weighted Average

(A) Weighted Average

Exercise Price Of

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Warrants and Rights

Number Of Securities

(B) Number Of Securities

Remaining Available For

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Equity Compensation Plans Approved by Shareholders (1) 10,333,813 (2) $ 19.79 (3) 12,337,169 (4)

Equity Compensation Plans Not Approved by Shareholders (5)

Consists of the 2019 LTIP, 2014 LTIP, the 2009 LTIP, the 1999 NEDSIP and the 2008 ESPP.

Equity Compensation Plans Not Approved by Shareholders (5) 45,709 (6) N/A

Total 10,379,522 $ 19.79 12,464,304

(1) Consists of the 2020 LTIP, 2019 LTIP, 2014 LTIP, the 2009 LTIP, and the 2008 ESPP.

Effective as of May 1, 2020, with the adoption of the 2020 LTIP, the Company ceased making new grants under the 2019 LTIP.

Effective as of July 10, 2019 in connection with the adoption of the 2019 LTIP, the Company ceased making new grants under the 2014 LTIP.

Effective as of April 30, 2014, in connection with the adoption of the 2014 LTIP, the Company ceased making new grants under the 2009 LTIP.

Effective as of April 22, 2009, in connection with the adoption of the 2009 LTIP, the Company ceased making new grants under the 1999 NEDSIP.

The 2014 LTIP, the 2009 LTIP and the 1999 NEDSIP remain effective solely for the purpose of issuing shares upon the exercise or payout of awards outstanding under such plans on July 10, 2019 (for the 2014 LTIP), April 30, 2014 (for the 2009 LTIP) and April 22, 2009 (for the 1999 NEDSIP).

Consists of (i) 1,598,415 shares subject to outstanding performance awards under the 2014 LTIP, inclusive of dividend reinvestments thereon (counted at a 3X multiple assuming maximum performance is achieved under the awards (representing 2,345,659 target and confirmed awards and dividend reinvestments thereon)), (ii) 117,102 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon, (iii) 956,314 shares subject to outstanding stock options under the 2009 LTIP;

(iv) 22,152 shares subject to outstanding directors' deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon, and (v) 664 shares subject to outstanding directors' deferred stock units under the 1999 NEDSIP, inclusive of dividend reinvestments thereon.

The weighted-average exercise price is calculated solely based on outstanding stock options under the 2019 LTIP, 2014 LTIP and the 2009 LTIP and excludes deferred stock units under the 2019 LTIP, 2014 LTIP, the 2009 LTIP and the 1999 NEDSIP and performance awards under the 2019 LTIP, 2014 LTIP and 2009 LTIP.

The weighted average remaining term of the stock options was 5.94 years as of December 31, 2019 .

Consists of (i) 14,891,683 shares available for future issuance under the 2019 LTIP, (ii) zero shares available for future issuance under the 2014 LTIP, (iii) 29,924 shares under the 2009 LTIP and (iv) 385,345 shares available for future issuance under the 2008 ESPP.

The 2019 LTIP, 2014 LTIP, and the 2009 LTIP remain effective solely for the purpose of issuing shares upon the exercise or payout of awards outstanding under such plans on May 1, 2020 (for the 2019 LTIP), July 10, 2019 (for the 2014 LTIP) and April 30, 2014 (for the 2009 LTIP).

(2) Consists of (i) 2,053,512 shares subject to outstanding performance awards under the 2019 LTIP, inclusive of dividend reinvestments thereon (counted at a 3X multiple assuming maximum performance is achieved under the awards (representing 1,369,008 target awards and dividend reinvestments thereon)), (ii) 2,240,000 shares subject to outstanding stock options and stock appreciation rights under the 2019 LTIP, (iii) 33,886 shares subject to outstanding directors' deferred stock units under the 2019 LTIP, inclusive of dividend reinvestments thereon, (iv) 3,311,745 shares subject to outstanding performance awards under the 2014 LTIP, inclusive of dividend reinvestments thereon (counted at a 3X multiple assuming maximum performance is achieved under the awards (representing 2,304,439 target and confirmed awards and dividend reinvestments thereon)), (v) 1,598,415 shares subject to outstanding stock options under the 2014 LTIP, (vi) 117,680 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon, (vii) 956,314 shares subject to outstanding stock options under the 2009 LTIP;

and (viii) 22,261 shares subject to outstanding directors' deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon.

(3) The weighted-average exercise price is calculated solely based on outstanding stock options and stock appreciation rights under the 2019 LTIP, 2014 LTIP and the 2009 LTIP and excludes deferred stock units under the 2019 LTIP, 2014 LTIP, and the 2009 LTIP

and performance awards under the 2019 LTIP, 2014 LTIP and 2009 LTIP.

The weighted average remaining term of the outstanding stock options and stock appreciation rights was 5.3 years and 9.0 years, respectively, as of December 31, 2020 .

(4) Consists of (i) 12,044,453 shares available for future issuance under the 2020 LTIP and (ii) 292,716 shares available for future issuance under the 2008 ESPP.

As of December 31, 2020, no shares were subject to purchase under the 2008 ESPP.

Consists of the 2005 DDCP, the 1999 DDCP and the Rice LTIP each of which are described below.

Consists of (i) 35,860 shares invested in the EQT common stock fund, payable in shares of common stock, allocated to non-employee directors' accounts under the 2005 DDCP and the 1999 DDCP as of December 31, 2019 .

Consists of 135,530 shares available for future issuance under the 2005 DDCP as of December 31, 2019 .

No future awards are available for issuance under the Rice LTIP.

(5) Consists of the 2005 DDCP which is described below.

(6) Consists entirely of shares invested in the EQT common stock fund, payable in shares of common stock, allocated to non-employee directors' accounts under the 2005 DDCP as of December 31, 2020.

(7) Consists entirely of shares available for future issuance under the 2005 DDCP as of December 31, 2020.

2005 Directors' Deferred Compensation Plan

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Amounts deferred are payable on or following retirement from the Company's Board of Directors unless an early payment is authorized after the director suffers an unforeseeable financial emergency.

In addition to deferred directors' fees and retainers, the deferred stock units granted to directors on or after January 1, 2005 under the 1999 NEDSIP, the 2009 LTIP and the 2014 LTIP are administered under this plan.

1999 Directors' Deferred Compensation Plan

The 1999 DDCP was suspended as of December 31, 2004.

The plan continues to operate for the sole purpose of administering vested amounts deferred under the plan on or prior to December 31, 2004.

Deferred amounts are generally payable on or following retirement from the Company's Board of Directors but may be payable earlier if an early payment is authorized after a director suffers an unforeseeable financial emergency.

In addition to deferred directors' fees and retainers and a one-time grant of deferred shares in 1999 resulting from the curtailment of the directors' retirement plan, the deferred stock units granted to directors and vested prior to January 1, 2005 under the 1999 NEDSIP are administered under this plan.

Rice Energy Inc.

2014 Long-Term Incentive Plan

The Board of Directors of Rice Energy adopted the Rice Energy Inc.

2014 Long-Term Incentive Plan (as amended and restated effective as of May 9, 2014), which was assumed by the Company in connection with the Rice Merger for employees and non-employee directors of the Company and any of its affiliates.

The Company may issue long-term equity-based awards under the plan.

Employees and non-employee directors of the Company or any affiliate, including subsidiaries, are eligible to receive awards under the plan.

The aggregate number of shares that may be issued under the plan is 6,475,000 shares, subject to proportionate adjustment in the event of stock splits, recapitalizations, mergers and similar events.

Shares subject to awards that (i) expire or are canceled, forfeited, exchanged, settled in cash, or otherwise terminated and (ii) are delivered by the participant or withheld from an award to satisfy tax withholding requirements, and delivered or withheld to pay the exercise price of an option, will again be available for awards under the plan.

The plan is administered by the Compensation Committee, except to the extent the Company's Board of Directors elects to administer the plan.

The plan authorizes the granting of awards in any of the following forms:

performance awards, restricted stock units, dividend equivalent rights, market-priced options to purchase stock, stock appreciation rights, other share-based awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on stock, and cash-based awards.

The Company's Board of Directors may amend, alter, suspend, discontinue or terminate the plan at any time, except that no amendment may be made without the approval of the Company's shareholders if shareholder approval is required by any federal or state law or regulation or by the rules of any exchange on which the stock may then be listed, or if the amendment, alteration or other change increases the number of shares available under the plan, or if the Company's Board of Directors in its discretion determines that obtaining such shareholder approval is for any reason advisable.

Shares to be delivered pursuant to awards under the plan may be shares made available from (i) authorized but unissued shares of stock, (ii) treasury stock, or (iii) previously issued shares of stock reacquired by the Company, including shares purchased on the open market.

In addition to deferred directors' fees and retainers, the deferred stock units granted to directors on or after January 1, 2005 under the 2009 LTIP and the 2014 LTIP are administered under this plan.

Certain Relationships and Related Transactions, and Director Independence

Information required by Items 404 and 407(a) of Regulation S-K with respect to director independence and related person transactions is incorporated herein by reference to the section captioned "Corporate Governance and Board Matters – Independence and Related Person Transactions" in the Company's definitive proxy statement relating to the 2020 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2019 .

Information required by Items 404 and 407(a) of Regulation S-K with respect to related person transactions and director independence is incorporated herein by reference to the sections captioned "Related Person Transactions," "Director Nominees" and "Director Independence" under "Corporate Governance and Board Matters" in the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020.

Principal Accounting Fees and Services

Information required by Item 9(e) of Schedule 14A is incorporated herein by reference to the section captioned "Item No.

3 – Ratification of Appointment of Independent Registered Public Accounting Firm" in the Company's definitive proxy statement relating to the 2020 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2019 .

Information required by Item 9(e) of Schedule 14A is incorporated herein by reference to the section captioned "Audit Matters" in the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020.

Exhibits and Financial Statements Schedules

Financial Statements

(a) 1 Financial Statements Page

Statements of Consolidated Operations for each of the three years in the period ended December 31, 2020

Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2020

Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2019

Consolidated Balance Sheets as of December 31, 2020 and 2019

Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2020

Statements of Consolidated Equity for each of the three years in the period ended December 31, 2020

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FOR THE THREE YEARS ENDED DECEMBER 31, 2020

Balance at Beginning of Period

(Deductions) Additions Charged to

Costs and Expenses

Additions Charged to Other Accounts

Balance at End

Column A Column B Column C Column D Column E

Description Balance at Beginning of Period (Deductions) Additions Charged to

Costs and Expenses Additions Charged to Other Accounts Deductions Balance at End

Valuation allowance for deferred tax assets:

2020 $ 423,444 $ 132,386 $ — $ ( 25,838 ) $ 529,992

2019 351,408 84,260 1,114 ( 13,338 ) 423,444

2018 262,392 98,311 — ( 9,295 ) 351,408

All other schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules.

Method of Filing

Separation and Distribution Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and, solely for certain limited purposes therein, EQT Production Company.

Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on November 13, 2018.

Tax Matters Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 2.3 to Form 8-K (#001-3551) filed on November 13, 2018.

Employee Matters Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 2.4 to Form 8-K (#001-3551) filed on November 13, 2018.

Shareholder and Registration Rights Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation.

Exhibits Description Method of Filing

Shareholder and Registration Rights Agreement, dated November 12, 2018, between EQT Corporation and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on November 13, 2018.

Restated Articles of Incorporation of the Company (amended through November 13, 2017).

Tax Matters Agreement, dated November 12, 2018, between EQT Corporation and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 2.3 to Form 8-K (#001-3551) filed on November 13, 2018.

Amended and Restated Bylaws of the Company (amended through November 13, 2017).

Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017).

Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017.

Indenture dated as of April 1, 1983 between the Company and Pittsburgh National Bank, as Trustee.

Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective May 1, 2020).

Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on May 4, 2020.

Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 23, 2020).

Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on July 23, 2020.

Amended and Restated Bylaws of EQT Corporation (as amended through May 1, 2020).

Incorporated herein by reference to Exhibit 3.4 to Form 8-K (#001-3551) filed on May 4, 2020.

Description of Capital Stock.

Incorporated herein by reference to Exhibit 99.1 to Form 8-K (#001-3551) filed on July 15, 2019.

Indenture, dated April 1, 1983, between EQT Corporation (as successor to Equitable Gas Company) and Pittsburgh National Bank, as trustee.

Incorporated herein by reference to Exhibit 4.01(a) to Form 10-K (#001-3551) for the year ended December 31, 2007.

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Incorporated herein by reference to Exhibit 4.01(b) to Form 10-K (#001-3551) for the year ended December 31, 1998.

Supplemental Indenture dated March 15, 1991 between the Company and Bankers Trust Company.

Supplemental Indenture, dated March 15, 1991, between EQT Corporation (as successor to Equitable Resources, Inc.) and Bankers Trust Company.

Incorporated herein by reference to Exhibit 4.01(f) to Form 10-K (#001-3551) for the year ended December 31, 1996.

Resolution adopted August 19, 1991 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos.

Resolutions adopted August 19, 1991 by the Ad Hoc Finance Committee of the Board of Directors of Equitable Resources, Inc.

and Addenda Nos.

1 through 27, establishing the terms and provisions of the Series A Medium-Term Notes.

Incorporated herein by reference to Exhibit 4.01(g) to Form 10-K (#001-3551) for the year ended December 31, 1996.

Resolutions adopted July 6, 1992 and February 19, 1993 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos.

Resolutions adopted July 6, 1992 and February 19, 1993 by the Ad Hoc Finance Committee of the Board of Directors of Equitable Resources, Inc.

and Addenda Nos.

1 through 8, establishing the terms and provisions of the Series B Medium-Term Notes.

Incorporated herein by reference to Exhibit 4.01(h) to Form 10-K (#001-3551) for the year ended December 31, 1997.

Second Supplemental Indenture dated as of June 30, 2008 between the Company and Deutsche Bank Trust Company Americas, as Trustee, pursuant to which the Company assumed the obligations of Equitable Resources, Inc.

Second Supplemental Indenture, dated June 30, 2008, between EQT Corporation, Equitable Resources, Inc., and Deutsche Bank Trust Company Americas, as trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources, Inc.

under the related Indenture.

Incorporated herein by reference to Exhibit 4.01(g) to Form 8-K (#001-3551) filed on July 1, 2008.

Indenture dated as of July 1, 1996 between the Company and The Bank of New York, as successor to Bank of Montreal Trust Company, as Trustee.

Indenture, dated July 1, 1996, between EQT Corporation (as successor to Equitable Resources, Inc.) and The Bank of New York (as successor to Bank of Montreal Trust Company), as trustee.

Incorporated herein by reference to Exhibit 4.01(a) to Form S-4 Registration Statement (#333-103178) filed on February 13, 2003.

Resolutions adopted January 18 and July 18, 1996 by the Board of Directors of the Company and Resolution adopted July 18, 1996 by the Executive Committee of the Board of Directors of the Company, establishing the terms and provisions of the 7.75% Debentures issued July 29, 1996.

Resolutions adopted January 18 and July 18, 1996 by the Board of Directors of Equitable Resources, Inc.

and Resolution adopted July 18, 1996 by the Executive Committee of the Board of Directors of Equitable Resources, Inc., establishing the terms and provisions of the 7.75% Debentures issued July 29, 1996.

Incorporated herein by reference to Exhibit 4.01(j) to Form 10-K (#001-3551) for the year ended December 31, 1996.

First Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which the Company assumed the obligations of Equitable Resources, Inc.

First Supplemental Indenture, dated June 30, 2008, between EQT Corporation, Equitable Resources, Inc., and The Bank of New York, as trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources, Inc.

under the related Indenture.

Incorporated herein by reference to Exhibit 4.02(f) to Form 8-K (#001-3551) filed on July 1, 2008.

Indenture dated as of March 18, 2008 between the Company and The Bank of New York, as Trustee.

Indenture, dated March 18, 2008, between EQT Corporation (as successor to Equitable Resources, Inc.) and The Bank of New York, as trustee.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on March 18, 2008.

Cross-reference table for Indenture dated as of March 18, 2008 (listed as Exhibit 4.03(a) above) and the Trust Indenture Act of 1939, as amended.

Filed herewith as Exhibit 4.03(b).

Second Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which the Company assumed the obligations of Equitable Resources, Inc.

Cross-reference table for Indenture dated March 18, 2008 (listed as Exhibit 4.04(a) above) and the Trust Indenture Act of 1939, as amended.

Incorporated herein by reference to Exhibit 4.03(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Second Supplemental Indenture, dated June 30, 2008, between EQT Corporation, Equitable Resources, Inc.

and The Bank of New York, as trustee, pursuant to which EQT Corporation assumed the obligations of Equitable Resources, Inc.

under the related Indenture.

Incorporated herein by reference to Exhibit 4.03(c) to Form 8-K (#001-3551) filed on July 1, 2008.

Third Supplemental Indenture dated as of May 15, 2009 between the Company and The Bank of New York, as Trustee, pursuant to which the 8.125% Senior Notes due 2019 were issued.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on May 15, 2009.

Fourth Supplemental Indenture dated as of November 7, 2011 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 4.875% Senior Notes due 2021 were issued.

Fourth Supplemental Indenture, dated November 7, 2011, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 4.875% Senior Notes due 2021 were issued.

Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-3551) filed on November 7, 2011.

Fifth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the Floating Rate Notes due 2020 were issued.

Fifth Supplemental Indenture, dated October 4, 2017, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the Floating Rate Notes due 2020 were issued.

Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on October 4, 2017.

Sixth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 2.500% Senior Notes due 2020 were issued.

Sixth Supplemental Indenture, dated October 4, 2017, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 2.500% Senior Notes due 2020 were issued.

Incorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on October 4, 2017.

Seventh Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 3.000% Senior Notes due 2022 were issued.

Seventh Supplemental Indenture, dated October 4, 2017, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 3.000% Senior Notes due 2022 were issued.

Incorporated herein by reference to Exhibit 4.7 to Form 8-K (#001-3551) filed on October 4, 2017.

Eighth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 3.900% Senior Notes due 2027 were issued.

Eighth Supplemental Indenture, dated October 4, 2017, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 3.900% Senior Notes due 2027 were issued.

Incorporated herein by reference to Exhibit 4.9 to Form 8-K (#001-3551) filed on October 4, 2017.

Ninth Supplemental Indenture dated as of January 21, 2020 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 6.125% Senior Notes due 2025 were issued.

Ninth Supplemental Indenture, dated January 21, 2020, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 6.125% Senior Notes due 2025 were issued.

Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on January 21, 2020.

Tenth Supplemental Indenture dated as of January 21, 2020 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 7.000% Senior Notes due 2030 were issued.

Tenth Supplemental Indenture, dated January 21, 2020, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 7.000% Senior Notes due 2030 were issued.

Incorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on January 21, 2020.

Description of Capital Stock.

Incorporated herein by reference to Exhibit 99.1 to Form 8-K (#001-3551) filed on July 15, 2019.

Second Amended and Restated Credit Agreement, dated as of July 31, 2017, among the Company, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer and the other lenders party thereto.

Eleventh Supplemental Indenture, dated November 16, 2020, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 5.00% Senior Notes due 2029 were issued.

Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on November 16, 2020.

Indenture, dated April 28, 2020, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 1.75% Convertible Senior Notes due 2026 were issued.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on April 29, 2020.

Second Amended and Restated Credit Agreement, dated of July 31, 2017, among EQT Corporation, PNC Bank, National Association, as administrative agent, swing line lender and an L/C issuer and the other lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on August 3, 2017.

Term Loan Agreement, dated as of May 31, 2019, by and among the Company, PNC Bank, National Association, as Administrative Agent, and the other lenders party thereto.

Term Loan Agreement, dated May 31, 2019, among EQT Corporation, PNC Bank, National Association, as administrative agent, and the other lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 31, 2019.

2009 Long-Term Incentive Plan (as amended and restated through July 11, 2012).

Gas Gathering and Compression Agreement, dated February 26, 2020, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

Incorporated herein by reference to Exhibit 10.01 to Form 10-Q (#001-3551) for the quarter ended March 31, 2020.

First Amendment to Gas Gathering and Compression Agreement, dated August 26, 2020, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

Incorporated herein by reference to Exhibit 10.01 to Form 10-Q (#001-3551) for the quarter ended September 30, 2020.

Letter Agreement, dated November 1, 2020, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

Filed herewith as Exhibit 10.03(c).

Purchase Agreement, dated April 23, 2020, among EQT Corporation and J.P.

Morgan Securities LLC, Barclays Capital Inc.

and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers of the 1.75% Convertible Senior Notes due 2026 named in Schedule 1 attached thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 29, 2020.

Form of Capped Call Confirmation.

Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on April 29, 2020.

EQT Corporation 2009 Long-Term Incentive Plan (as amended and restated through July 11, 2012).

Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-3551) for the quarter ended June 30, 2012.

13 unchanged sentences

Incorporated herein by reference to Exhibit 10.02(v) to Form 10-K (#001-3551) for the year ended December 31, 2013.

2014 Long-Term Incentive Plan.

EQT Corporation 2014 Long-Term Incentive Plan.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 1, 2014.

1 unchanged sentence

Incorporated herein by reference to Exhibit 10.03(b) to Form 10-K (#001-3551) for the year ended December 31, 2014.

2015 Executive Performance Incentive Program.

Incorporated herein by reference to Exhibit 10.03(d) to Form 10-K (#001-3551) for the year ended December 31, 2014.

Form of Participant Award Agreement under 2015 Executive Performance Incentive Program.

Incorporated herein by reference to Exhibit 10.03(e) to Form 10-K (#001-3551) for the year ended December 31, 2014.

Amendment to 2015 Executive Performance Incentive Program.

Incorporated herein by reference to Exhibit 10.03(f) to Form 10-K (#001-3551) for the year ended December 31, 2014.

2016 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(g) to Form 10-K (#001-3551) for the year ended December 31, 2015.

Form of Participant Award Agreement under 2016 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(h) to Form 10-K (#001-3551) for the year ended December 31, 2015.

2016 Restricted Stock Award Agreement (Standard) for Robert J.

Incorporated herein by reference to Exhibit 10.03 to Form 10-Q (#001-3551) for the quarter ended March 31, 2016.

Form of 2016 Value Driver Performance Award Agreement.

Incorporated herein by reference to Exhibit 10.02(i) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (pre-2017 grants).

Incorporated herein by reference to Exhibit 10.03(c) to Form 10-K (#001-3551) for the year ended December 31, 2014.

2017 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(l) to Form 10-K (#001-3551) for the year ended December 31, 2016.

Form of Participant Award Agreement under 2017 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(m) to Form 10-K (#001-3551) for the year ended December 31, 2016.

Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2017 grants).

Incorporated herein by reference to Exhibit 10.02(k) to Form 10-K (#001-3551) for the year ended December 31, 2016.

Form of 2017 Value Driver Performance Award Agreement.

Incorporated herein by reference to Exhibit 10.02(n) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of Restricted Stock Unit Award Agreement (Standard) under 2014 Long-Term Incentive Plan.

Incorporated herein by reference to Exhibit 10.02(o) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of Restricted Stock Award Agreement under 2014 Long-Term Incentive Plan (pre-2018 grants).

Incorporated herein by reference to Exhibit 10.02(d) to Form 10-K (#001-3551) for the year ended December 31, 2016.

Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2018 grants).

Incorporated herein by reference to Exhibit 10.02(r) to Form 10-K (#001-3551) for the year ended December 31, 2017.

Form of Restricted Stock Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2018 grants).

Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2017.

Form of 2018 Value Driver Performance Award Agreement.

21 unchanged sentences

Incorporated herein by reference to Exhibit 10.3 to Rice Energy Inc.'s Form 10-Q (#001-36273) for the quarter ended June 30, 2014.

2019 Long-Term Incentive Plan.

EQT Corporation 2019 Long-Term Incentive Plan.

Incorporated herein by reference to Exhibit 99.1 to Form S-8 (#001-3551) filed on July 15, 2019.

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under 2019 Long-Term Incentive Plan.

Filed herewith as Exhibit 10.06(b).

Form of Restricted Stock Unit Award Agreement (Standard) under 2019 Long-Term Incentive Plan.

Filed herewith as Exhibit 10.06(c).

Incorporated herein by reference to Exhibit 10.06(c) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Form of Incentive Performance Share Unit Program under 2019 Long-Term Incentive Plan.

Filed herewith as Exhibit 10.06(d).

Incorporated herein by reference to Exhibit 10.06(d) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Form of Participant Award Agreement under 2020 Incentive Performance Share Unit Program.

Filed herewith as Exhibit 10.06(e).

Incorporated herein by reference to Exhibit 10.06(e) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Form of Stock Appreciation Rights Award Agreement under 2019 Long-Term Incentive Plan.

Filed herewith as Exhibit 10.06(f).

Form of Participant Award Agreement (Stock Option) under 2019 Long-Term Incentive Plan.

Filed herewith as Exhibit 10.06(g).

Incorporated herein by reference to Exhibit 10.06(f) to Form 10-K (#001-3551) for the year ended December 31, 2019.

EQT Corporation 2020 Long-Term Incentive Plan.

Incorporated herein by reference to Exhibit 99.1 to Form S-8 (#333-237953) filed on May 1, 2020.

Form of Restricted Stock Unit Award Agreement (Standard).

Filed herewith as 10.10(a).

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors).

Incorporated herein by reference to Exhibit 10.06(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Form of EQT Corporation Short-Term Incentive Plan.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 4, 2020.

Form of Incentive Performance Share Unit Program.

Filed herewith as 10.12(a).

Form of Participant Award Agreement under Incentive Performance Share Unit Program.

Filed herewith as 10.12(b).

Form of Participant Award Agreement (Stock Option).

Incorporated herein by reference to Exhibit 10.06(g) to Form 10-K (#001-3551) for the year ended December 31, 2019.

EQT Corporation Executive Severance Plan and Form of Participation Notice.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 20, 2020.

EQT Corporation Employee Savings Plan.

Incorporated herein by reference to Exhibit 4.1 to Form S-8 (#333-230970) filed on April 22, 2019.

Form of Restricted Stock Unit Agreement (Directors) for Rice Energy Inc.

5 unchanged sentences

Incorporated herein by reference to Exhibit 10.04(c) to Form 10-K (#001-3551) for the year ended December 31, 2006.

2016 Executive Short-Term Incentive Plan.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 21, 2016.

2019 Supplemental Short-Term Incentive Plan.

Incorporated herein by reference to Exhibit 10.01 to Form 10-Q (#001-3551) for the quarter ended September 30, 2019.

2006 Payroll Deduction and Contribution Program (as amended and restated July 7, 2015).

Incorporated herein by reference to Exhibit 10.06 to Form 10-Q (#001-3551) for the quarter ended June 30, 2015.

1999 Directors' Deferred Compensation Plan (as amended and restated December 3, 2014).

6 unchanged sentences

Incorporated herein by reference to Exhibit 10.5 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018.

Form of Indemnification Agreement between the Company and executive officers and outside directors.

Incorporated herein by reference to Exhibit 10.18 to Form 10-K (#001-3551) for the year ended December 31, 2008.

Form of Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement.

Form of Indemnification Agreement between EQT Corporation and executive officers and outside directors.

Incorporated herein by reference to Exhibit 10.18 to Form 10-K (#001-3551) for the year ended December 31, 2008.

Separation and Release Agreement, dated as of November 13, 2017, among the Company, EQT RE, LLC and Daniel J.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on November 17, 2017.

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 10, 2016, between the Company and Robert J.

Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended March 31, 2016.

Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and Robert J.

Incorporated herein by reference to Exhibit 10.13(b) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Agreement and Release, dated as of July 19, 2019, by and between the Company and Robert J.

Incorporated herein by reference to Exhibit 10.05 to Form 10-Q (#001-3551) for the quarter ended June 30, 2019.

Letter Agreement, effective October 1, 2019, by and between the Company and Robert J.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on October 2, 2019.

Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Jimmi Sue Smith.

Separation and Release Agreement, dated November 13, 2017, among EQT Corporation, EQT RE, LLC and Daniel J.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on November 17, 2017.

Agreement and Release, dated as of September 9, 2019, by and between the Company and Jimmi Sue Smith.

Incorporated herein by reference to Exhibit 10.03 to Form 10-Q (#001-3551) for the quarter ended September 30, 2019.

Letter Agreement, effective October 1, 2019, by and between the Company and Jimmi Sue Smith.

Incorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-3551) filed on October 2, 2019.

Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Jonathan M.

Incorporated herein by reference to Exhibit 10.17 to Form 10-K (#001-3551) for the year ended December 31, 2018.

Agreement and Release, dated as of July 17, 2019, by and between the Company and Jonathan M.

Incorporated herein by reference to Exhibit 10.03 to Form 10-Q (#001-3551) for the quarter ended June 30, 2019.

Offer Letter, dated March 4, 2019, by and between the Company and Gary E.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on March 7, 2019.

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 6, 2019, by and between the Company and Gary E.

Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended March 31, 2019.

Agreement and Release, dated as of August 22, 2019, by and between the Company and Gary E.

Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended September 30, 2019.

Letter Agreement, effective October 21, 2019, by and between the Company and Gary E.

Filed herewith as Exhibit 10.20(d).

Stock Option Inducement Award Agreement, dated April 22, 2019, issued to Gary E.

Incorporated herein by reference to Exhibit 4.3 to Form S-8 (#333-230969) filed on April 22, 2019.

Performance Share Unit Inducement Award Agreement, dated April 22, 2019, issued to Gary E.

Incorporated herein by reference to Exhibit 4.4 to Form S-8 (#333-230969) filed on April 22, 2019.

Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019, issued to Gary E.

Incorporated herein by reference to Exhibit 4.5 to Form S-8 (#333-230969) filed on April 22, 2019.

Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019, issued to Gary E.

Incorporated herein by reference to Exhibit 4.6 to Form S-8 (#333-230969) filed on April 22, 2019.

Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Erin R.

Incorporated herein by reference to Exhibit 10.15 to Form 10-K (#001-3551) for the year ended December 31, 2018.

Agreement and Release, dated as of May 7, 2019, by and between the Company and Erin R.

Incorporated herein by reference to Exhibit 10.04 to Form 10-Q (#001-3551) for the quarter ended June 30, 2019.

Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 1, 2017, by and between the Company and Donald M.

Offer Letter, dated January 13, 2020, between EQT Corporation and Kyle Derham.

Incorporated herein by reference to Exhibit 10.27(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and Donald M.

Services Agreement, dated January 13, 2020, between EQT Corporation and Kyle Derham.

Incorporated herein by reference to Exhibit 10.27(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Amendment No.

2, dated October 7, 2019, to the Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, by and between the Company and Donald M.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on October 7, 2019.

Agreement and Release, dated as of January 9, 2020, by and between the Company and Donald M.

Filed herewith as Exhibit 10.22(d).

Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 29, 2015, by and between the Company and Steven T.

Schlotterbeck.

Incorporated herein by reference to Exhibit 10.5 to Form 8-K (#001-3551) filed on July 31, 2015.

Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 29, 2015, by and between the Company and David L.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on July 31, 2015.

Executive Alternative Work Arrangement Employment Agreement, dated October 26, 2018, by and between the Company and David L.

Offer Letter, dated December 18, 2019, between EQT Corporation and David M.

Incorporated herein by reference to Exhibit 10.28(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 3, 2020, between EQT Corporation and David M.

Incorporated herein by reference to Exhibit 10.28(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Letter Agreement, effective October 1, 2019, by and between the Company and David L.

Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on October 2, 2019.

Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated March 1, 2017, by and between the Company and David E.

Schlosser, Jr.

Incorporated herein by reference to Exhibit 10.17 to Form 10-K (#001-3551) for the year ended December 31, 2017.

Agreement and Release, dated October 26, 2018, by and between the Company and David E.

Schlosser, Jr.

Offer Letter, dated January 6, 2020, between EQT Corporation and William E.

Incorporated herein by reference to Exhibit 10.29(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 6, 2020, between EQT Corporation and William E.

Incorporated herein by reference to Exhibit 10.29(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Letter Agreement, effective October 1, 2019, by and between the Company and David E.

Schlosser, Jr.

Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-3551) filed on October 2, 2019.

Offer Letter, dated as of July 26, 2017, by and between the Company and Jeremiah J.

Offer Letter, dated July 18, 2019, between EQT Corporation and Richard Anthony Duran.

Incorporated herein by reference to Exhibit 10.30(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of August 7, 2017, by and between the Company and Jeremiah J.

Ashcroft III.

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated August 5, 2019, between EQT Corporation and Richard Anthony Duran.

Incorporated herein by reference to Exhibit 10.30(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Agreement and Release, dated as of August 13, 2018, by and between the Company and Jeremiah J.

Ashcroft III.

Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018.

Offer Letter, dated January 13, 2020, by and between the Company and Kyle Derham.

Filed herewith as Exhibit 10.27(a).

Services Agreement, dated as of January 13, 2020, by and between the Company and Kyle Derham.

Filed herewith as Exhibit 10.27(b).

Offer Letter, dated December 18, 2019, by and between the Company and David M.

Filed herewith as Exhibit 10.28(a).

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 3, 2020, by and between the Company and David M.

Filed herewith as Exhibit 10.28(b).

Offer Letter, dated January 6, 2020, by and between the Company and William E.

Filed herewith as Exhibit 10.29(a).

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 6, 2020, by and between the Company and William E.

Filed herewith as Exhibit 10.29(b).

Offer Letter, dated July 18, 2019, by and between the Company and Richard Anthony Duran.

Filed herewith as Exhibit 10.30(a).

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated August 5, 2019, by and between the Company and Richard Anthony Duran.

Filed herewith as Exhibit 10.30(b).

Relocation Expense Reimbursement Agreement, dated July 24, 2019, by and between the Company and Richard Anthony Duran.

Filed herewith as Exhibit 10.30(c).

Offer Letter, dated July 16, 2019, by and between the Company and Lesley Evancho.

Filed herewith as Exhibit 10.31(a).

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 19, 2019, by and between the Company and Lesley Evancho.

Filed herewith as Exhibit 10.31(b).

Employee Savings Plan.

Incorporated herein by reference to Exhibit 4.1 to Form S-8 (#333-230970) filed on April 22, 2019.

Relocation Expense Reimbursement Agreement, dated July 24, 2019, between EQT Corporation and Richard Anthony Duran.

Incorporated herein by reference to Exhibit 10.30(c) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Offer Letter, dated July 16, 2019, between EQT Corporation and Lesley Evancho.

Incorporated herein by reference to Exhibit 10.31(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Schedule of Subsidiaries.

2 unchanged sentences

Filed herewith as Exhibit 23.01.

Consent of Ryder Scott Company, L.P.

Incorporated herein by reference to Exhibit 23.1 to Form 8-K/A (#001-3551) filed on February 25, 2020.

Consent of Netherland, Sewell & Associates, Inc.

Filed herewith as Exhibit 23.02.

Rule 13(a)-14(a) Certification of Principal Executive Officer.

5 unchanged sentences

Independent Petroleum Engineers' Audit Report.

Incorporated herein by reference to Exhibit 99.1 to Form 8-K/A (#001-3551) filed on February 25, 2020.

Filed herewith as Exhibit 99.

101 Interactive Data File.

3 unchanged sentences

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

The Company agrees to furnish to the SEC, upon request, copies of instruments with respect to long-term debt that have not previously been filed.

We agree to furnish to the SEC, upon request, copies of instruments with respect to long-term debt that have not previously been filed.

Form 10-K Summary

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 27, 2020

Chief Executive Officer and

(Principal Executive Officer)

Chief Financial Officer

February 27, 2020

RICE President, February 17, 2021

Rice Chief Executive Officer and

(Principal Executive Officer) Director

KHANI Chief Financial Officer February 17, 2021

(Principal Financial Officer)

Chief Accounting Officer

February 27, 2020

JAMES Chief Accounting Officer February 17, 2021

(Principal Accounting Officer)

February 27, 2020

BEEBE Chair February 17, 2021

/s/ PHILIP G.

February 27, 2020

BEHRMAN Director February 17, 2021

CANAAN Director February 17, 2021

CARRIG Director February 17, 2021

/s/ KATHRYN J.

February 27, 2020

JACKSON Director February 17, 2021

MCCARTNEY Director February 17, 2021

MCMANUS II Director February 17, 2021

POWERS Director February 17, 2021

/s/ DANIEL J.

February 27, 2020

RICE IV Director February 17, 2021

/s/ STEPHEN A.

February 27, 2020

THORINGTON Director February 17, 2021

/s/ HALLIE A.

February 27, 2020

VANDERHIDER Director February 17, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures