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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Payment of Filing Fee (Check the appropriate box):

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625 Liberty Avenue, Suite 1700

Pittsburgh, PA 15222-3111

Notice of Annual Meeting of Shareholders

To Be Held April 21, 2010

The annual meeting of shareholders of EQT Corporation will be held on Wednesday, April 21, 2010, at 10:30 a.m.  We will be in the EQT Plaza located at 625 Liberty Avenue in Pittsburgh, Pennsylvania.  If you owned common stock of EQT Corporation at the close of business on February 10, 2010, you may vote at this meeting.

At the meeting, we plan to ask you to elect the four directors nominated by the Board to serve for new terms, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010, to vote on two shareholder proposals, if properly presented at the annual meeting, and to transact such other business as may properly be presented at the meeting or any adjournment or postponement of the meeting.

Please consider the issues presented in this proxy statement, and vote your shares as promptly as possible by following the voting instructions included in this proxy statement.

March 11, 2010

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EQT CORPORATION

625 Liberty Avenue, Suite 1700

Pittsburgh, PA  15222-3111

PROXY STATEMENT

We have elected to furnish our proxy statement and annual report to certain of our shareholders over the Internet pursuant to United States Securities and Exchange Commission rules adopted in 2007.  On or about March 11, 2010, we will mail to certain of our shareholders a notice of Internet availability of proxy materials containing instructions regarding how to access our proxy statement and annual report online (the “eProxy Notice”).  The eProxy Notice contains instructions on how recipients can elect to receive a printed copy of the proxy statement and annual report.  All other shareholders will receive a printed copy of the proxy statement and annual report, which will be mailed to such shareholders on or about March 11, 2010.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

EQT Corporation is soliciting proxies for its 2010 annual meeting of shareholders.  This booklet and proxy card contain information about the items you will vote on at the annual meeting and about the voting process.  We sometimes refer to EQT Corporation in this proxy statement as “EQT,” “EQT Corporation,” the “company,” “we” or “us.”

What items will be voted on at the Annual Meeting?

Shareholders will vote on the following items at the annual meeting if each is properly presented at the meeting:

·                  the election to the Board of the four directors nominated by the Board to serve for new terms (Item No. 1);

·                  the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2010 (Item No. 2);

·                  a shareholder proposal regarding a majority vote standard in director elections (Item No. 3);

·                  a shareholder proposal regarding a sustainability report/climate change disclosure (Item No. 4); and

·                  such other business as may properly come before the annual meeting or any postponement or adjournment of the meeting.

What are the Board’s voting recommendations on each item?

Your Board of Directors recommends that you vote FOR all director nominees (Item No. 1) and FOR ratification of the independent registered public accounting firm (Item No. 2).  Your Board of Directors recommends that you vote AGAINST the shareholder proposals (Item Nos. 3 and 4).

How do I contact EQT’s Corporate Secretary?

You may contact the company’s Corporate Secretary by sending correspondence to:  625 Liberty Avenue,  Suite 1700, Pittsburgh, Pennsylvania 15222, Attn: Corporate Secretary.

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Who is entitled to vote, and how many votes do I have?

You may vote if you held common stock of EQT Corporation at the close of business on February 10, 2010.  For each item presented for vote, you have one vote for each share you own.  In addition, in the election of directors, you may cumulate votes by multiplying your shares by the number of directors to be elected and casting all of your votes for a single candidate or by distributing them among any two or more candidates.

What if I received an eProxy Notice of Internet Availability of Proxy Materials?

The Securities and Exchange Commission permits us to electronically distribute proxy materials to shareholders.  We have elected to provide access to our proxy materials and annual report to certain of our shareholders on the Internet, instead of mailing the full set of printed proxy materials.  On or about March 11, 2010, we will mail to certain of our shareholders a notice of Internet availability of proxy materials containing instructions regarding how to access our proxy statement and annual report and how to vote online.  If you received an eProxy Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request it.  Instead, the eProxy Notice instructs you how to access and review all of the important information contained in the proxy statement and annual report.  The eProxy Notice also instructs you how you may submit your proxy over the Internet.  If you received an eProxy Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the eProxy Notice.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with EQT’s transfer agent, BNY Mellon Shareowner Services, you are considered the “shareholder of record” of those shares.  The notice of annual meeting, proxy statement and accompanying materials have been sent directly to you by BNY Mellon Shareowner Services.

If your shares are held in a stock brokerage account or by a bank or other holder of record (including shares held through employee benefit and/or compensation plans), you are considered the “beneficial owner” of shares held in “street name.”  The eProxy Notice or notice of annual meeting, proxy statement and accompanying materials have been forwarded to you by your broker, bank or other holder of record who is considered the “shareholder of record” of those shares.  As the beneficial owner, you have the right to direct your broker, bank or other holder of record in voting your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet.

How do I vote if I am the shareholder of record?

If you are the shareholder of record, you may vote your shares:

·                  in person by attending the meeting;

·                  by completing the proxy card as outlined in the instructions on the card and mailing the card in the prepaid envelope provided;

·                  by following the instructions at the Internet site http://www.proxyvoting.com/eqt; or

·                  by following the instructions for telephone voting after calling 1-866-540-5760.

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If the name on the accounts is the same, the shares on your proxy card may represent (i) shares for which you have a certificate; (ii) shares that you hold in book-entry form; and (iii) shares that you have in a dividend reinvestment account of the company’s Dividend Reinvestment and Stock Purchase Plan.  If you vote by proxy, your shares will be voted as indicated in your properly completed unrevoked proxy.  If you do not indicate how your shares should be voted on an item, the shares represented by your properly completed unrevoked proxy card will be voted as recommended by the Board of Directors.  If you do not return a proxy card or do not vote by telephone or on the Internet, your shares will not be voted.

In the case of Internet or telephone voting, you should have your proxy card in hand and retain the card until you have completed the voting process.  If you vote by Internet or telephone, you do not need to mail back the proxy card.  Even if you plan to attend the meeting, we encourage you to vote by proxy as soon as possible.

How do I vote if I am a beneficial holder of shares held in “street name”?

If your broker holds your shares in “street name,” you should receive either an eProxy Notice or a voting instruction card and proxy statement.  Please follow the instructions (including the date by which your voting instructions must be received) on your eProxy Notice or instruction card in order for your shares to be voted.  Except in the case of shares held through the Employee Savings Plan, Employee Savings and Protection Plan, 1999 Long-Term Incentive Plan (the “1999 LTIP”) and 2009 Long-Term Incentive Plan (the “2009 LTIP”, collectively with the 1999 LTIP, the “LTIPs”), you may also vote in person at the meeting if you obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot.  See the caption “Is my vote important?” below for the right of banks and brokers to vote on routine matters for which they have not received voting instructions.

How do I vote shares held through the Employee Savings Plan or the Employee Savings and Protection Plan?

Individuals holding shares through the Employee Savings Plan or the Employee Savings and Protection Plan will receive separate voting direction cards for those plans.  The trustee of the Employee Savings Plan and the Employee Savings and Protection Plan will vote your shares in accordance with the instructions on your returned direction card.  You may instruct the trustee to vote your shares:

·                                          by completing the direction card as outlined in the instructions on the card and mailing the card in the prepaid envelope provided;

·                                          by following the instructions at the Internet site http://www.proxyvoting.com/eqt; or

·                                          by following the instructions for telephone voting after calling 1-866-540-5760.

If you do not return a direction card or if you return a direction card with no instructions, the trustee will vote your shares in proportion to the way other plan participants voted their shares.  Please note that the direction cards have an earlier return date and different mailing instructions than proxy cards.  Please review your direction card for the date by which your instructions must be received in order for your shares to be voted.

In the case of Internet or telephone voting, you should have your direction card in hand and retain the card until you have completed the voting process.  If you vote by Internet or telephone, you do not need to mail back the direction card.

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How do I vote restricted shares held through the LTIPs?

Employees holding restricted shares through the 1999 LTIP or 2009 LTIP will receive a separate voting direction card for those plans.  The administrator of the LTIPs will vote your restricted shares in accordance with the instructions on your returned direction card.  You may instruct the administrator to vote your shares by completing the direction card as outlined in the instructions on the card and mailing the card in the envelope provided.

If you return a direction card with no instructions, the administrator will vote your shares as recommended by the Board of Directors.  If you do not return a direction card, your shares will not be voted.

Please note that the direction cards have an earlier return date and different mailing instructions than the proxy cards.  Please review your direction card for the date by which your instructions must be returned in order for your shares to be voted.

How do I vote shares acquired through the Employee Stock Purchase Plans?

Employees holding shares acquired through the 2008 Employee Stock Purchase Plan or its predecessor (the “Employee Stock Purchase Plans”) will receive a separate voting instruction card covering all shares held in their individual account from the plan recordkeeper.  The recordkeeper for the Employee Stock Purchase Plans will vote your shares (a) in accordance with the instructions on your returned voting instruction card or (b) in its discretion on routine proposals such as the ratification of Ernst & Young LLP as independent registered public accounting firm, if you do not return a direction card or if you return a direction card with no instructions.   Please review your instruction card for the date by which your instructions must be received in order for your shares to be voted.

Can I change my vote?

If you are a shareholder of record, you can revoke your proxy before the time of voting at the meeting by:

·                                          voting again by submitting a revised proxy card or by Internet or telephone, as applicable, on a date later than the prior proxy;

·                                          voting in person at the meeting; or

·                                          notifying the Corporate Secretary of EQT in writing that you are revoking your proxy.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record.  Except in the case of shares held through the Employee Savings Plan, Employee Savings and Protection Plan, 1999 LTIP or 2009 LTIP, you may also vote in person at the meeting if you obtain a legal proxy from your broker, bank or other holder of record.

What if I receive more than one proxy and/or voting instruction card?

If you receive more than one proxy card as a shareholder of record, you have shares registered differently in more than one account.  We encourage you to have all accounts registered in the same name and address whenever possible.  You can do this by contacting our transfer agent, BNY Mellon Shareowner Services, at P.O. Box 358015, Pittsburgh, PA 15252, at its toll free number (800-589-9026) or on its website at www.melloninvestor.com.  If you receive more than one voting instruction card, please contact the bank or broker holding your shares to determine whether you can consolidate your accounts.

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What is householding?

We have adopted a procedure approved by the Securities and Exchange Commission called “householding,” which reduces our printing costs and postage fees.  Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our 2009 Annual Report on Form 10-K and proxy statement unless one or more of these shareholders notify us that they wish to continue receiving individual copies.  Shareholders who participate in householding will continue to receive separate proxy cards.

If a shareholder of record residing at a household to which we sent only one copy of our 2009 Annual Report on Form 10-K and proxy statement wishes to receive separate documents in the future, he or she may discontinue householding by contacting our transfer agent, BNY Mellon Shareowner Services, at P.O. Box 358015, Pittsburgh, PA 15252, at its toll free number (800-589-9026) or on its website at www.melloninvestor.com.  If you are an eligible shareholder of record receiving multiple copies of our 2009 Annual Report on Form 10-K and proxy statement, you can request householding by contacting us in the same manner.  If you own your shares through a bank, broker or other nominee, you can request householding by contacting the nominee.

If a shareholder of record residing at a household to which we sent only one copy of our 2009 Annual Report on Form 10-K and proxy statement wishes to receive an additional copy for this meeting, he or she may contact the Corporate Secretary of EQT Corporation at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222 or by phone at 412-553-5891.  The company will promptly deliver, upon request, a separate 2009 Annual Report on Form 10-K and proxy statement to a shareholder at a shared address to which a single copy of the documents was delivered.

Is my vote important?

Your vote is very important.  Each share of EQT stock that you own represents one vote.  If you do not vote your shares, you will not have a say in the important issues to be voted on at the annual meeting.  The four nominees receiving the most votes “for” the term of three years to expire in 2013 will be elected as directors for such term.  If a nominee receives a greater number of votes “withheld” from his or her election than votes “for” such election, the Board will consider whether to accept the nominee’s previously submitted conditional resignation.  In order to pass, each other proposal included in this year’s proxy statement will require the affirmative vote of the holders of a majority of votes cast at the annual meeting.  Many of our shareholders do not vote, so the shareholders who do vote influence the outcome of the election in greater proportion than their percentage ownership of the company.  In addition, banks and brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on “non-routine” proposals, such as the election of directors and shareholder proposals, although they may vote their clients’ shares on the ratification of Ernst & Young LLP as independent registered public accounting firm, which is considered a “routine” proposal.

How will my shares be voted on other matters not included in this proxy statement that may be presented to the meeting?

Since no shareholder has indicated an intention to present any matter not included in this proxy statement to the 2010 annual meeting in accordance with the advance notice provision in the company’s by-laws, the Board is not aware of any other proposals for the meeting.  If another proposal is presented, the persons named as proxies will vote your returned proxy in their discretion.

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Who can attend the annual meeting, and how do I obtain an admission ticket?

You may attend the meeting if you were a shareholder on February 10, 2010.  Seating is limited and will be offered on a “first come, first served” basis.  If you plan to attend the meeting, you will need an admission ticket, which you can obtain by checking the appropriate box on your proxy card or by writing to the Corporate Secretary of EQT Corporation.  See the caption “How do I contact EQT’s Corporate Secretary?” above.  If a broker holds your shares, you must include proof of your ownership of EQT stock, such as a copy of your brokerage account statement or an omnibus proxy, which you can get from your broker, and we will send you an admission ticket.  Shareholders must present a form of photo identification, such as a driver’s license, in order to be admitted to the annual meeting.  No cameras, recording equipment, large bags or packages will be permitted in the annual meeting.

What constitutes a “quorum” for the meeting?

A majority of the outstanding shares, present or represented by proxy, constitutes a quorum.  A quorum is necessary to conduct business at the annual meeting.  You are part of the quorum if you have returned a proxy.  Abstentions, broker non-votes (defined below under “How are the votes counted?”) and votes withheld from director nominees also are counted in determining whether a quorum is present.

What happens if the meeting is postponed or adjourned?

If the meeting is postponed or adjourned, your proxy will still be good and may be voted at the postponed or adjourned meeting.  You will still be able to change or revoke your proxy until it is voted.

What is the total number of outstanding shares?

At the close of business on February 10, 2010, the record date for the meeting, EQT Corporation had 130,940,826 shares of common stock outstanding.

How are the votes counted?

Director candidates who receive the highest number of votes cast in each class up for election will be elected.  However, if a nominee receives more votes “withheld” from his or her election than votes “for” such election, the Board will consider whether to accept the nominee’s previously submitted conditional resignation.

Approval of each other item requires the affirmative vote of the holders of a majority of the votes cast at the meeting.  For the purpose of the ratification of the appointment of Ernst & Young LLP and approval of the shareholder proposals, abstentions, broker non-votes and the failure to vote are not votes cast, and, accordingly, have no affect on the outcome of such proposals.

A broker non-vote occurs when a bank, broker or other nominee who holds shares for another person returns a proxy but does not vote on a particular item, usually because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares.  See the caption “Is my vote important?” above for the right of banks and brokers to vote on routine matters for which they have not received voting instructions.

Who pays for the solicitation of proxies?

We do.  We are soliciting proxies primarily by use of the mails.  However, we may also solicit proxies in person, by telephone, by facsimile, by courier or by electronic means.  To the extent that our directors and

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officers participate in this solicitation, they will not receive any compensation for their participation, other than their normal compensation.  BNY Mellon Shareowner Services assists EQT with the solicitation for a fee of $8,500 plus reasonable out-of-pocket expenses.  EQT also reimburses brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their proxies.

May I nominate someone to be a director of EQT?

Shareholders may either nominate individuals to serve as directors at the annual meeting of the shareholders or recommend individuals as possible director nominees to the Corporate Governance Committee to consider in its normal course.

If you are a shareholder entitled to vote at an annual meeting, you may present at the meeting the nomination of one or more persons for election as a director of EQT Corporation.  To do this, you must send advance written notice to the Corporate Secretary.  See the caption “How do I contact EQT’s Corporate Secretary?” above.  According to the company’s by-laws, we must receive notice of nominations for the 2011 annual meeting not less than 90 but not more than 120 days before April 21, 2011, the anniversary date of this year’s annual meeting.

In addition, the Board’s Corporate Governance Committee will consider candidates recommended by the company’s shareholders.  If the Corporate Governance Committee determines to nominate as a director an individual recommended by a shareholder, then the recommended individual will be included on the company’s slate for the next annual proxy statement.  Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to EQT’s Corporate Secretary, and the Corporate Secretary must receive any recommendations as far in advance of the annual meeting of shareholders as possible in order to provide sufficient time for the Committee to consider the recommendation.

Any notice or recommendation provided by the nominating shareholder must include an original irrevocable conditional resignation signed by each proposed nominee, as well as certain information about the person or persons nominated and about the nominating shareholder (see the caption “Director Nominations” under “Corporate Governance and Board Matters” for details).  For additional information, contact the Corporate Secretary.

When are shareholder proposals due?

Under the rules of the Securities and Exchange Commission, eligible shareholders may submit proposals for inclusion in the proxy statement for our 2011 annual meeting.  Shareholder proposals must be submitted in writing and must be received by the Corporate Secretary at the address provided previously in this proxy statement by November 11, 2010 for them to be considered for inclusion in the 2011 proxy statement.

Under the company’s by-laws, you may present proposals in person at the 2011 annual meeting if you are a shareholder entitled to vote.  The Corporate Secretary must receive any proposals to be presented, which will not be included in next year’s proxy statement, not less than 90 but not more than 120 days before April 21, 2011, the anniversary date of this year’s annual meeting.  Proposals received outside that time period, including any proposal nominating a person as a director, may not be presented at the annual meeting.

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ITEM NO. 1 – ELECTION OF DIRECTORS

(Item No. 1 on the proxy card)

The Board of Directors of EQT Corporation currently has eleven members, who are divided into three classes.  The classes are as equal in number as is possible depending on the total number of directors at any time.  Generally, directors are elected for three-year terms.  Each director’s term expires upon the earlier of the end of such term or the annual meeting following such director’s seventy-fourth birthday.  The classes are arranged so that the terms of the directors in each class expire at successive annual meetings.  This means that the shareholders elect approximately one-third of the members of the Board of Directors annually.  With respect to directors elected by the Board, it has been the company’s practice to put those directors up for election at the next annual meeting of shareholders.  The terms of four directors expire at this annual meeting.  All four of those directors, Vicky A. Bailey, Murry S. Gerber, George L. Miles, Jr. and James W. Whalen will stand for election at the annual meeting.

The persons named as proxies will vote for the nominees named, unless you withhold authority to vote for any one or more of them.  The votes represented by any proxy may be cumulated and voted at the discretion of the persons named as proxies in favor of any one or more of the nominees, unless otherwise indicated on your proxy card.  The effect of this discretionary authority may be to offset the effect of your having withheld authority to vote for individual nominees because the persons named as proxies will be able to allocate votes of shareholders who have not withheld authority to vote for those nominees.  The four nominees for election have agreed to serve if elected, and management has no reason to believe that such nominees will be unavailable to serve.  In the event that any of the nominees is unable or declines to serve as a director at the time of the annual meeting, then the persons named as proxies intend to vote for substitute nominees proposed by the Board, unless the Board decides to reduce the number of directors.  The four individuals who receive the largest number of votes cast for the term of three years to expire in 2013 will be elected directors for such term.

In addition, under the company’s majority voting by-law, each nominee has submitted an irrevocable conditional resignation to be effective if the nominee receives a greater number of votes “withheld” than votes “for” his or her election in an uncontested election.  If this occurs, the Board of Directors will decide whether to accept the tendered resignation not later than 90 days after the certification of the election.  Any determination by the Board shall be made without the participation of any nominee whose resignation is under consideration with respect to the election.  The Board’s explanation of its decision will be promptly disclosed on a Form 8-K filed with the Securities and Exchange Commission.

As previously announced, Mr. Gerber intends to step aside from his duties as Chief Executive Officer following the company’s annual meeting of shareholders on April 21, 2010.  Mr. Gerber will remain employed with the company as Executive Chairman through the company’s 2011 annual meeting of shareholders.  Pursuant to the company’s by-laws, Mr. Gerber has submitted an irrevocable conditional resignation to be effective upon the termination of his employment as an officer of the company.  When this occurs, the Board of Directors will decide whether to accept the tendered resignation.  Any determination by the Board shall be made without the participation of Mr. Gerber.

Finally, the company’s corporate governance guidelines provide that directors who change employment following election to the Board should volunteer to resign from the Board.  Mr. Miles recently volunteered to resign from the Board in connection with his announcement that he intends to retire from his position as President and Chief Executive Officer of WQED Multimedia in September 2010.  In recognition of Mr. Miles’ outstanding service and commitment to the company, the Board declined to accept Mr. Miles’ offer to resign.

The Board of Directors recommends a vote FOR all nominees for the Board of Directors.

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NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2013

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DIRECTORS WHOSE TERMS EXPIRE IN 2012

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DIRECTORS WHOSE TERMS EXPIRE IN 2011

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CORPORATE GOVERNANCE AND BOARD MATTERS

Meetings of the Board of Directors and Committee Membership

The Board of Directors held six regular meetings during 2009.  The independent directors met seven times in executive session without any officer of the company present.  During 2009, attendance at all Board meetings averaged 96%.  The company encourages its directors to attend the annual meeting of the shareholders, and it has been their practice to do so.  All directors then in office attended the company’s 2009 annual meeting of shareholders.

The four standing committees of the Board are the Audit, Compensation, Corporate Governance and Executive Committees.  The Corporate Governance Committee serves as the nominating committee for the company.  In 2009, each director attended at least 83% of all meetings of the Board and of the committees on which the director served.  The Board may from time to time form new committees, disband an existing committee, and delegate additional responsibilities to a committee.

The table below sets forth membership and meeting information for each Board committee:

The responsibilities of the committees are set forth in written charters, which are reviewed periodically by the committees and, where appropriate, the Corporate Governance Committee and the Board.  All of the charters are available on the company’s website at www.eqt.com.  The members and main responsibilities of each committee are as follows:

Audit Committee

·                                          Comprised of Mses. Bailey and Jeremiah, Dr. Behrman and Mr. Whalen (Chair), who are non-employee, independent directors.

·                                          Each member of the Committee is financially literate.  Additionally, the Board of Directors has determined that Mr. Whalen qualifies as an “audit committee financial expert” as such term is defined under the Securities and Exchange Commission’s regulations.  Shareholders should understand that this designation is a disclosure requirement of the Securities and Exchange Commission related to Mr. Whalen’s experience and understanding with respect to certain accounting and auditing matters.  The designation does not impose upon Mr. Whalen any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and

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the Board.  As the audit committee financial expert, Mr. Whalen also has accounting or related financial management expertise under the New York Stock Exchange rules.

·                                          Assists the Board by overseeing:

·                  the accounting and financial reporting processes of the company

·                  the audits of the financial statements of the company

·                  the integrity of the company’s financial statements

·                  the qualifications, independence and performance of the company’s registered public accountants

·                  the qualifications and performance of the company’s internal audit function

·                  the compliance by the company with legal and regulatory requirements, including the company’s Code of Business Conduct and Ethics

·                                          Responsible for hiring, overseeing and compensating the company’s independent auditors.

Compensation Committee

·                                          Comprised of Messrs. Cary and Rohr and Dr. Todd (Chair), who are non-employee, independent directors.

·                                          Discharges the Board’s responsibilities relating to compensation of the company’s executive officers.

·                                          Provides oversight and, as required, administration of the company’s benefit plans, incentive-based compensation plans and equity-based plans.

Corporate Governance Committee

·                                          Comprised of Messrs. Cary, Miles (Chair) and Shapira, who are non-employee, independent directors.

·                                          Establishes and recommends to the Board the requisite skills and characteristics to be found in, and identifies individuals qualified to serve as, members of the Board and recommends to the Board the director nominees for each annual meeting of shareholders.

·                                          Recommends to the Board independence determinations for each director.

·                                          Develops and recommends to the Board a set of corporate governance guidelines.

·                                          Recommends Committee membership, including a Chair, for each Committee.

·                                          Identifies and approves corporate goals and objectives relevant to the compensation of the chief executive officer of the company and annually reviews the chief executive officer’s performance against such goals and objectives.

·                                          Recommends an appropriate compensation structure for the directors, including administration of stock-based plans for the directors.

·                                          Reviews related person transactions under the company’s related person transaction approval policy (the “related person policy”).

Executive Committee

·                                          Comprised of Messrs. Miles, Rohr (Chair) and Whalen and Dr. Todd who are non-employee, independent directors and Mr. Gerber, Chairman and Chief Executive Officer.

·                                          Has the authority to act in all matters that the full Board may act upon when the Board is not in session, unless limited by a resolution of the Board and except to the extent limited by law.

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Compensation Process

Establishing Target Total Direct Compensation

In discharging the Board’s responsibilities relating to compensation of the company’s executive officers, the Compensation Committee establishes the target total direct compensation (base salary plus annual and long-term incentive targets) for executive officers by establishing base salaries and setting long-term and annual incentive targets.  When appropriate, the Committee also approves special awards and modifies perquisites.  The Committee typically reviews target total direct compensation in the second quarter of each year.

Establishing Annual and Long-Term Incentive Programs

The Compensation Committee annually approves plan design, including performance metrics and target payout, for annual and long-term incentive programs.  These deliberations, which usually start with recommendations from management and involve discussions among management, the compensation consultant and the Committee, usually span many meetings before a design is approved.

After the end of the performance period for any performance award, the Compensation Committee certifies the level at which the performance measures were satisfied and approves the amount of incentive award payable to each executive officer.

Equity Grants

The Compensation Committee may make equity grants to executive officers at any time during the year.  The Committee does not coordinate the timing of equity grants with the release of material non-public information.  If in possession of such information, the Committee does not take such information into account when determining whether or in what amounts to make such grants.

The Committee has delegated to Mr. Gerber, as Chairman, the authority to grant a limited number of restricted shares to non-executive officers under the following circumstances:

·                  to newly hired or recently promoted employees on the condition that the value of the individual award not exceed the median of market; and

·                  to other employees in recognition of service on the conditions that no award exceed 1,000 shares.

All such awards must be made on standard terms approved by the Committee and are reported to the Committee for informational purposes at its next meeting.  Mr. Gerber authorizes restricted stock grants on an as needed basis and does not coordinate the timing of such grants with the release of material non-public information.  If in possession of such information, Mr. Gerber does not take such information into account when determining whether or in what amount to make such grants.

The Committee has not delegated its authority to award equity to any other executive officer.

Compensation Consultants

The Compensation Committee has the sole power to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.  Towers Watson (as defined under “Making Executive Compensation Decisions – Role of the Compensation Consultant” under “Executive Compensation – Compensation Discussion and Analysis”) was retained by

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the Committee in 2009 to provide market data and counsel regarding executive officer compensation programs and practices, including specifically:

·                  comparator group benchmarking;

·                  peer group identification and assessment;

·                  advice and market insight as to the form of and performance measures for annual and long-term incentives; and

·                  marketplace compensation trends in the company’s industry and generally.

Towers Watson does not make recommendations on, or approve, the amount of compensation for any executive officer.  The Committee may request information or advice directly from Towers Watson and may direct the company to provide information to Towers Watson.  Towers Watson regularly interacts with representatives of the company’s human resources department and periodically with the Chairman and Chief Executive Officer, the President and Chief Operating Officer and representatives of the legal department.  In 2009, Towers Watson also provided limited middle and senior management compensation benchmarking to the company and director compensation services to the Corporate Governance Committee, including benchmarking and trend identification.

Role of Senior Management

Senior management of the company has an ongoing dialog with the Compensation Committee and the Committee’s compensation consultant regarding compensation and plan design.  Most ideas originate with management due to its direct involvement in and knowledge of the business goals, strategies, experiences and performance of the company.  Management’s ideas are reviewed with the compensation consultant and frequently modified by the Committee prior to ultimate adoption.  The Committee engages in active discussions with the Chief Executive Officer concerning:  (i) who should participate in programs and at what levels, (ii) which performance metrics should be used, (iii) the determination of performance targets and (iv) whether and to what extent performance metrics for the previous year have been achieved.  The Chief Executive Officer is advised by the President and other executive officers of the company.

We provide additional information regarding the Committee and our policies and procedures regarding executive compensation, including the role of executive officers in recommending executive compensation, below under “Compensation Discussion and Analysis.”

Board Leadership Structure

As described in the company’s corporate governance guidelines, the Board of Directors believes that the functions of the Chairman of the Board are distinct from those of the Chief Executive Officer but that both functions may be effectively performed by the same individual.  The Board believes that the questions of whether the Chairman of the Board and the Chief Executive Officer should be separate, and if separate, whether the Chairman of the Board should be an outside director or an inside director, should be addressed from time to time as circumstances require.  During Mr. Gerber’s tenure, the Board has been satisfied with the Chief Executive Officer performing the functions of the Chairman of the Board because Mr. Gerber has been able to utilize his in-depth knowledge and perspective gained in running the company to effectively and efficiently guide the full Board by recommending Board and Committee meeting agendas, leading Board discussions on critical issues and creating a vital link among the Board, management and shareholders.  Mr. Gerber fulfills his Chairman responsibilities through close interaction with the Committee Chairs and other Board members.  The company’s dramatic growth and strong performance during Mr. Gerber’s tenure are testaments to his leadership ability.  As previously announced, when Mr. Gerber steps aside as Chief Executive Officer, the Board expects to appoint Mr. Porges as Chief Executive Officer and Mr. Gerber as Executive Chairman through the company’s 2011

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annual meeting of shareholders.  Based on the circumstances at that time, the Board will determine the appropriate leadership structure moving forward.

The Board has identified the Chair of the Corporate Governance Committee, currently Mr. Miles, to serve as the presiding director at all meetings of the non-management directors (which typically occur at each meeting of the Board) and to receive inquiries of the Board from shareholders and others.  This service complements Mr. Gerber’s role as Chair by allowing directors, shareholders and other constituents a direct contact to a senior leader on the Board.

The Board’s Role in Risk Oversight

In its corporate governance guidelines, the Board of Directors acknowledges its responsibility for reviewing the process for assessing the major risks facing the company and the options for their mitigation.  This responsibility is largely satisfied by the Audit Committee, which is responsible for reviewing and discussing with management and the company’s registered public accountant the company’s major risk exposures and the policies management has implemented to monitor such exposures, including the company’s financial risk exposures and risk management policies.  The company maintains a Corporate Risk Committee consisting of certain executive officers and business unit and functional leaders, including the company’s Chief Risk Officer.  The Corporate Risk Committee meets at least quarterly to review, prioritize and address the company’s major risk exposures and to consider new or emerging risks.  The Chief Risk Officer reports the results of each Corporate Risk Committee meeting to the Audit Committee on a quarterly basis.  The Audit Committee reviews and assesses the Chief Risk Officer’s report and determines whether any further action is required.  The Audit Committee Chair reports such discussions to the full Board of Directors from time to time.

Director Nominations

The responsibilities of the Corporate Governance Committee include identifying and recommending to the Board the requisite skills and characteristics to be found in individuals qualified to serve as members of the Board and recommending to the Board the director nominees for each annual meeting of shareholders.  The Committee typically considers new nominees for the Board in the context of a vacancy on the Board resulting from resignation or retirement of a director or to fill a skill need identified by the Board.  The Committee retained a consultant to assist in the identification of its most recent additions to the Board.  Director candidates have also been identified by senior management and members of the Board considering individuals both within and external to their respective networks.

As set forth in the Committee’s charter, the Committee will consider submissions from shareholders in making its recommendation.  Any shareholder desiring to recommend an individual to serve as a director of the company should submit to the Corporate Governance Committee Chair, c/o Corporate Secretary, as far in advance of the annual meeting of shareholders as possible, the following information:

·                                          The information required by Section 3.07 of the company’s by-laws (a copy of which will be provided to any shareholder upon written request), including the nominee’s consent to serve as a director if elected, the nominee’s executed irrevocable conditional resignation letter, the proposing shareholder’s name and address, the number of shares beneficially owned and the length of time the shares have been held.  In addition, the company may require the shareholder to provide such further information as it may reasonably request.

·                                          A statement setting forth the basis upon which the proposing shareholder believes the proposed nominee meets the qualification guidelines set forth below, including the

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standards of independence set forth in the company’s corporate governance guidelines, and should be nominated as a director of the company.

·                                          Such other information as the proposing shareholder believes will be beneficial in assisting the Corporate Governance Committee to fulfill its responsibilities.

See the caption “How do I contact EQT’s Corporate Secretary?” under “Questions and answers about the annual meeting.”

In evaluating individuals identified as possible director nominees, whether the source of the possible nominee is another director, a member of management, a shareholder or otherwise, the Committee assesses the experience and personal characteristics of the possible nominee against the guidelines identified below.  Possible nominees satisfying the guidelines are then further evaluated to identify, in the judgment of the Committee, the best match for the Board.  The Committee retains the right to modify the guidelines including the criteria for evaluating the qualifications of potential nominees for election to the Board as set forth therein, from time to time.

In identifying director candidates, the Committee utilizes the following guidelines:

Individual qualifications

·                  Possesses integrity, competence, insight, creativity and dedication together with the ability to work with colleagues while challenging one another to achieve superior performance

·                  Has attained prominent position in his or her field of endeavor

·                  Possesses broad business experience

·                  Has ability to exercise sound business judgment

·                  Is able to draw on his or her past experience relative to significant issues facing the company

·                  Has experience in the company’s industry or in another industry or endeavor with practical application to the company’s needs

·                  Has sufficient time and dedication for preparation as well as participation in Board and Committee deliberations

·                  Has no conflict of interest

·                  Meets such standards of independence and financial knowledge as may be required or desirable

·                  Possesses attributes deemed appropriate given the then current needs of the Board

Composition of the Board as a whole

·                  A diversity of background, perspective and skills related to the company’s business

·                  A diversity of race, gender and age

The Board believes that its members possess individual qualifications consistent with the guidelines set forth above.  In addition to the specific individual director qualifications identified on pages 9-14, the Board believes that its members offer insightful and creative views and solutions with respect to issues facing the company.  The Board also believes that its members function well together as a group.  Finally, the Board believes that it has an appropriate diversity consistent with the guidelines set forth above.

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Contacting the Board

You may contact the Board of Directors, or any individual director, by writing to the Corporate Governance Committee Chair c/o Corporate Secretary or by sending an email to corpgovchair@eqt.com.  See the caption “How do I contact EQT’s Corporate Secretary?” under “Questions and answers about the annual meeting.”

Governance Principles

EQT maintains a corporate governance page on its website which includes key information about its corporate governance practices, including its corporate governance guidelines, code of business conduct and ethics and charters for the Audit Committee, the Compensation Committee and the Corporate Governance Committee of the Board of Directors.  The corporate governance page can be found at www.eqt.com, by clicking on the “Investors” link on the main page and then “Corporate Governance.”  EQT will provide a copy of its corporate governance guidelines, code of business conduct and ethics and any of the foregoing Board Committee charters upon request by a shareholder to the Corporate Secretary.   See the caption “How do I contact EQT’s Corporate Secretary?” under “Questions and answers about the annual meeting.”

EQT’s corporate governance policies and practices are compliant with the corporate governance requirements of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission, including:

·                                          The Board of Directors has adopted clear corporate governance guidelines

·                                          Nine of the eleven members of the Board are independent of EQT and its management

·                                          The Board’s non-management directors meet periodically in executive session, and the Chair of the Corporate Governance Committee has been identified as the presiding director at all such executive sessions

·                                          All members of each of the key Committees of the Board of Directors - Audit, Compensation and Corporate Governance - are independent of the company and its management

·                                          Each of the key Committees has a charter that reflects legal requirements and good corporate governance

·                                          The Board of Directors and each of the key Committees engage in annual self-evaluations

·                                          The directors of the company are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the company provides funding for such activities

·                                          EQT has a code of business conduct and ethics applicable to all employees and directors of the company

·                                          The Corporate Governance Committee of the Board of Directors reviews the company’s governance policies and practices periodically and makes recommendations to the Board

Under the company’s majority voting by-law, each nominee has submitted an irrevocable conditional resignation to be effective if the nominee receives a greater number of votes “withheld” than votes “for” his or her election in an uncontested election.  If this occurs, the Board of Directors will decide whether to accept the tendered resignation not later than 90 days after the certification of the election.  Any determination by the Board shall be made without the participation of any nominee whose resignation is under consideration with respect to the election.  The Board’s explanation of its decision will be promptly disclosed on a Form 8-K filed with the Securities and Exchange Commission.

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Director Independence

In accord with the company’s corporate governance guidelines, the majority of directors at any time will be independent.  For a director to be considered an “independent director”, the Board must annually determine that he or she has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization which has such a relationship with the company).  To assist it in determining director independence, the Board established guidelines which conform to the independence requirements of the New York Stock Exchange.

The Board will consider all relevant facts and circumstances in making an independence determination.  Under the company’s corporate governance guidelines, a director will not be independent if:

·                                          Within the last three years the director was employed (or an immediate family member of the director was employed as an executive officer) by the company, or received more than $120,000 in direct compensation during any 12-month period (other than director and committee fees and deferred compensation for prior service which is not contingent in any way on continued service) from the company

·                                          The director or an immediate family member is a current partner of a firm that is the company’s internal or external auditor (in each case “company auditor”)

·                                          The director is a current employee of a company auditor

·                                          The director has an immediate family member who is a current employee of a company auditor and who personally works on the firm’s audit of the company

·                                          Within the last three years the director or an immediate family member was (but no longer is) a partner or employee of a company auditor and personally worked on the company’s audit within that time

·                                          Within the last three years a company executive officer was on the compensation committee of the board of directors of a company which employed the company director as an executive officer, or which employed an immediate family member of the director as an executive officer

·                                          The director is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the company for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues

In assessing the independence of a director, the Board considers the materiality of charitable contributions made by the company to any tax-exempt organization for which the director serves as an executive officer.  During the past three fiscal years, the company has not made, in any single fiscal year, contributions to any tax-exempt organization for which any director serves as an executive officer that exceeded the greater of $1 million, or 2% of such tax-exempt organization’s consolidated gross revenues.  Any relationship involving a company director that complies with the independence standards set forth in the company’s corporate governance guidelines and is not otherwise a related person transaction (as defined under “Review, Approval or Ratification of Transactions With Related Persons” below) under the company’s related person policy, is deemed to be an immaterial relationship.

Based on the independence standards set forth in the company’s corporate governance guidelines, the Board of Directors has determined that the following directors have met the above standards and are independent of EQT and its management:  Drs. Behrman and Todd, Mses. Bailey and Jeremiah and Messrs. Cary, Miles, Rohr, Shapira and Whalen.  Messrs. Gerber and Porges, each of whom is an executive officer of the company, are the only directors who are not independent.

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Each member of the Audit Committee is independent under the rules of the Securities and Exchange Commission, and each member of the Compensation and the Corporate Governance Committees is independent under the requirements of the Internal Revenue Code (the “Code”) and a non-employee director under the rules of the Securities and Exchange Commission.

The ownership of stock in the company by directors is encouraged and is not in itself a basis for a director to be considered as not independent, provided that it may preclude participation on the Audit Committee of the company if the magnitude of such ownership is sufficient to make the director an “affiliated person” of the company as described in the Audit Committee Charter.  See the caption “Equity-Based Compensation” under “Directors’ Compensation” for a description of the stock ownership guidelines the directors established for themselves.

Review, Approval or Ratification of Transactions With Related Persons

In 2009, the Board of Directors, upon recommendation of the Corporate Governance Committee, adopted a written related person policy.  Under the related person policy, company management, with the assistance of the company’s law department, is responsible for determining whether a transaction between the company and a Related Person (as defined below) constitutes a Related Person Transaction (as defined below).  Such determination is based on a review of all facts and circumstances regarding the transaction, including information provided in annual director and executive officer questionnaires.  Upon determination that a transaction is a Related Person Transaction which has not been approved by the full Board of Directors, the material facts regarding the transaction are reported to the Corporate Governance Committee for its review.  The Corporate Governance Committee then determines whether to approve, ratify, revise, reject or take other action with respect to the Related Person Transaction.

Under the related person policy, a “Related Person Transaction” is generally a transaction in which the company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest.  A “Related Person” is generally any person who is a director or executive officer of the company, any nominee for director, any shareholder known to the company to be the beneficial owner of more than 5% of any class of the company’s voting securities, and any immediate family member of any of the foregoing persons.

Under the policy, certain transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for individual approval.  The transactions which are automatically pre-approved include (i) transactions involving employment of an executive officer by the company, as long as the executive officer is not an immediate family member of another executive officer or director of the company and the compensation paid to the executive officer was approved by the Compensation Committee; (ii) transactions involving compensation and benefits paid to a director for service as a director of the company; (iii)  transactions on competitive business terms with another company in which a director or immediate family member of the director’s only relationship is as an employee or executive officer, a director, or beneficial owner of less than 10 percent of that company’s shares, provided that the amount involved does not exceed the greater of $1,000,000 or 2 percent of the other company’s consolidated gross revenues; (iv) transactions where the interest of the Related Person arises solely from the ownership of a class of equity securities of the company, and all holders of that class of equity securities receive the same benefit on a pro rata basis; (v) transactions where the rates or charges involved are determined by competitive bids; (vi) transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation; (vii) transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services; and (viii) any charitable contribution, grant or endowment by the company or the company’s charitable foundation to a charitable or non-profit

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organization, foundation or university in which a Related Person’s only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2 percent of the recipient’s consolidated gross revenues.

The related person policy does not limit or affect the application of the company’s code of business conduct and ethics and related policies, which require directors and executive officers to avoid engaging in any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the director’s or executive officer’s duties to the company.  Such policies require all directors and executive officers to report and fully disclose the nature of any proposed conduct or transaction that involves, or could involve, a conflict of interest and to obtain approval before any action is undertaken.

Transactions With Related Persons

Based on information provided by the company’s directors, executive officers, and assessments by company management, the Corporate Governance Committee determined that there are no Related Person Transactions to be reported in this proxy statement.

Compensation Committee Interlocks and Insider Participation

During all or part of 2009, Dr. Todd and Messrs. Cary and Rohr served as members of the Compensation Committee.  Phyllis A. Domm, Ed.D. served as a director from May 1996 until her death on February 21, 2009.  Dr. Domm served as Chair of the Compensation Committee.  None of these members of the Compensation Committee is a current or former officer or employee of the company or had any relationship with the company requiring disclosure.  In addition, none of the company’s directors is an executive officer of another entity, at which one of the company’s executive officers serves as a director.

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DIRECTORS’ COMPENSATION

Compensation of directors is annually reviewed by the Corporate Governance Committee and approved by the Board.  No compensation is paid to employee directors for their service as directors.

In 2009, the Corporate Governance Committee had engaged Towers Watson, the same compensation consultant used by the Compensation Committee, to conduct an annual review of the total compensation for outside directors.  Specifically, retainer fees, meeting fees, stock-based long-term incentives and insurance were evaluated using, as the competitive benchmark, levels of total compensation paid to directors of:

·                  the 90 general industry companies that form the Towers Watson US CDB General Industry Database with Global Corporate Revenue between $1 billion and $3 billion and are identified in Appendix A; and

·                  the following 24 energy companies which comprise the company’s peer group for the 2010 Executive Performance Incentive Program:

Set forth below is a description of the compensation of the company’s non-employee directors.

Cash Compensation

·                                          An annual cash retainer of $50,500 is paid on a quarterly basis.  The annual cash retainer was increased in October 2009 from $40,000.

·                                          The cash meeting fee is $1,500 for each Board and committee meeting attended in person.  If a director participates in a meeting by telephone, the meeting fee is $750.  These fees are paid on a quarterly basis.  Prior to October 2009, Committee Chairs were not entitled to Committee meeting fees.

·                                          For the Audit Committee Chair, an annual committee chair retainer of $15,000.  For Compensation and Corporate Governance Committee Chairs, an annual committee chair retainer of $7,500.  These chair retainer fees were increased in October 2009 from $6,000.  For the Executive Committee Chair, an annual committee chair retainer of $6,000.  These fees are paid on a quarterly basis.

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Equity-Based Compensation

·                                          In 2003, the company began granting to each director stock units that vested upon award and that are payable on a deferred basis under the directors’ deferred compensation plans.  Historically, these awards were granted in April of each year.  In 2009, the awards were not granted until November, when 2,640 deferred stock units were awarded to each non-employee director who was a member of the Board at that time.  The deferred stock units were historically awarded by the Board annually upon the recommendation of the Corporate Governance Committee.  In the future, such awards are expected to be made on a quarterly basis.  Each deferred stock unit is equal in value to one share of company common stock but does not have voting rights.  Dividends are credited quarterly in the form of additional stock units.  The value of the stock units will be paid in cash on the earlier of the director’s death or termination of service as a director.

·                                          The non-employee directors are subject to stock ownership guidelines which require them to hold shares (or share equivalents, including deferred stock units) with a value equal to at least three times the annual cash retainer.  Under the guidelines, directors have up to two years to acquire a sufficient number of shares (or share equivalents, including deferred stock units) to meet this requirement.  Each of the company’s non-employee directors satisfies the stock ownership guidelines.

Deferred Compensation

·                                          The company has a deferred compensation plan for non-employee directors.  In addition to the automatic deferral of stock units awarded, non-employee directors may elect to defer up to 100% of their annual retainer and fees into the 2005 Directors’ Deferred Compensation Plan and receive an investment return on the deferred funds as if the funds were invested in company stock or permitted mutual funds.  Prior to the deferral, plan participants must irrevocably elect to receive the deferred funds either in a lump sum or in equal installments.  Distributions commence following termination of service as a director.  The directors’ deferred compensation accounts are unsecured obligations of the company.  Dr. Behrman, Mr. Cary, Mr. Miles and Mr. Whalen deferred fees under the plan in 2009.  The pre-existing Directors’ Deferred Compensation Plan continues to operate for the sole purpose of administering amounts vested under the plan on or prior to December 31, 2004.

Other

·                                          To further the company’s support for charitable giving, all directors are eligible to participate in the Matching Gifts Program of the EQT Foundation on the same terms as company employees.  Under this program, the EQT Foundation will match gifts of at least $100 made by the director to eligible charities, up to an aggregate total of $15,000 in any calendar year.

·                                          Non-employee directors who joined the Board prior to May 25, 1999 may designate a civic, charitable or educational organization as beneficiary of a $500,000 gift funded by a life insurance policy purchased by EQT Corporation.  The directors do not receive any financial benefit from this program because the charitable deductions accrue solely to the company.

·                                          The company reimburses directors for their travel and related expenses in connection with attending Board meetings and Board-related activities.  The company also provides non-employee directors with $20,000 of life insurance and $250,000 of travel accident insurance while traveling on business for the company.

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The table below shows the total 2009 compensation of the company’s non-employee directors:

(1)             Includes cash retainer, meeting fees and committee chair fees, some of which have been deferred at the election of the director.

(2)             This column reflects the aggregate grant date fair value of the 2,640 deferred stock units awarded in November 2009 to each director who was serving on the Board at that time. The grant date fair value was computed by multiplying the number of deferred stock units awarded by $41.68, the closing price of the company’s stock on the November 2, 2009 grant date.The aggregate number of deferred stock units held at December 31, 2009 was: Ms. Bailey — 10,525; Dr. Behrman — 2,654; Mr. Cary — 2,654; Ms. Jeremiah — 16,600; Mr. Miles — 16,600; Mr. Rohr — 16,600; Mr. Shapira — 16,600; Dr. Todd — 13,530; and Mr. Whalen — 13,530.

(3)             The company has not issued stock options to non-employee directors since 2002 and all outstanding options were fully vested at January 1, 2006. The aggregate number of stock options granted in prior years and remaining outstanding at December 31, 2009 was: Mr. Rohr — 30,400; and Mr. Shapira — 48,400.

(4)             This column reflects (i) dividends accrued on deferred stock units and annual premiums of $43.20 per director paid for personal life insurance policies, (ii) the following matching gifts made by the company to qualifying organizations under the EQT Foundation’s Matching Gifts Program: $15,000 for Dr. Behrman; $15,000 for Mr. Cary; $3,000 for Mr. Miles; $10,000 for Ms. Jeremiah; and $15,000 for Mr. Shapira and (iii) a $50,000 gift by the EQT Foundation to The sPECial Fund of the Dana-Farber Cancer Institute in Dr. Domm’s honor.

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STOCK OWNERSHIP

Significant Shareholders

The following shareholders reported to the Securities and Exchange Commission that they owned more than 5% of the company’s common stock:

(1)       Information based on a Securities and Exchange Commission Schedule 13G filed on January 29, 2010,  reporting that BlackRock, Inc. has sole voting and dispositive power over 10,481,220 shares.

(2)       Information based on a Securities and Exchange Commission Schedule 13G filed on February 16, 2010,  reporting that Janus Capital Management LLC has sole voting and dispositive power over 12 shares and shared voting and dispositive power over 7,594,411 shares.

(3)       Information based on a Securities and Exchange Commission Schedule 13G filed on February 12, 2010,  reporting that Wellington Management Company, LLP has shared voting power over 3,143,982 shares and shared dispositive power over 6,963,582  shares.

(4)       Information based on a Securities and Exchange Commission Schedule 13G filed on October 28, 2008, reporting that George P. Sakellaris has sole voting power over 6,205,392 shares, shared voting power over 355,000 shares, sole dispositive power over 6,205,392 shares and shared dispositive power over 355,000 shares.  Mr. Sakellaris also reported beneficial ownership of 80,000 shares held in a trust for the benefit of, among others, his children.

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Stock Ownership of Directors and Executive Officers

The following table sets forth the number of shares of EQT Corporation common stock beneficially owned by directors and named executive officers and all directors and executive officers as a group as of February 28, 2010, including shares they had the right to acquire within 60 days after February 28, 2010.  The directors and named executive officers have sole investment and voting power unless otherwise noted.

*           Indicates ownership or aggregate voting percentage of less than 1%.

(1)       This column reflects the number of shares of EQT Corporation common stock that the officers and directors had a right to acquire within 60 days after February 28, 2010 through exercise of stock options.

(2)    This column reflects shares held of record and shares beneficially owned through a bank, broker or other nominee.  It also includes, for executive officers, shares beneficially owned through the Employee Savings Plan and the Employee Stock Purchase Plans.  Brokerage account agreements may grant security interests in securities held at the broker to secure payment and performance obligations of the brokerage account holder in the ordinary course.  Shares shown in the table for the directors and executive officers may be subject to this type of security interest.

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(3)       This column reflects the unvested portion of restricted stock awards and dividends accrued in the form of additional shares of restricted stock.

(4)       This column reflects the number of shares and share units held through the directors’ deferred compensation plans, which shares and share units include (i) the deferred stock units identified in footnote (2) to the directors’ compensation chart on page 27 above, (ii) the deferred shares held by directors resulting from the curtailment in 1999 of the directors’ retirement plan, and (iii) shares acquired in connection with the deferral of director fees.  The number of deferred shares (including accrued dividends) held at February 28, 2010 as a result of the 1999 curtailment of the directors’ retirement plan was:  Mr. Rohr – 9,575; and Mr. Shapira – 31,049.   The number of deferred shares (including accrued dividends) held at February 28, 2010 as a result of the deferral of director fees was: Dr. Behrman – 2,640; Mr. Cary – 2,585; Ms. Jeremiah – 9,855; Mr. Miles – 5,967; and Mr. Whalen – 4,624.

(5)       This column reflects the sum of the individual’s (or individuals’) shares beneficially owned plus stock options exercisable within 60 days of February 28, 2010 as a percent of the sum of the company’s outstanding shares at February 28, 2010 plus all options exercisable within 60 days of February 28, 2010.  This calculation excludes all restricted stock and deferred share equivalent units.

(6)    Shares beneficially owned include 6,300 shares that are held in a trust of which Mr. Shapira is a co-trustee and in which he has a beneficial interest and voting and investment power.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that our directors, executive officers and all persons who beneficially own more than 10% of EQT Corporation’s common stock file initial reports of ownership and reports of changes in ownership of our common stock with the Securities and Exchange Commission.  As a practical matter, the company assists its directors and executive officers by monitoring transactions and completing and filing Section 16 reports on their behalf.

Based solely upon the company’s review of copies of filings or written representations from the reporting persons, the company believes that all reports for the company’s executive officers and directors that were required to be filed under Section 16(a) of the Securities Exchange Act of 1934 were filed on a timely basis.

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EXECUTIVE COMPENSATION

The following Compensation Discussion and Analysis contains statements regarding future company performance targets and goals.  These targets and goals are disclosed in the limited context of EQT’s compensation programs, may have been established one or more years ago, and should not be understood to be statements of management’s expectations or estimates of future company results or other guidance.  EQT specifically cautions investors not to apply these statements to other contexts.

Compensation Discussion and Analysis

Executive Summary

At EQT, our core values include a commitment to operational excellence, integrity and accountability.  We believe that after reading this Compensation Discussion and Analysis you will agree that our executive compensation program:

·                                          aligns the interests of our executives with the interests of our shareholders;

·                                          directly supports the company’s strategic plan by focusing employee performance on specific drivers;

·                                          is market based and premised upon informed industry benchmarking; and

·                                          results in executive compensation predominantly based upon company performance.

In sum, our compensation is designed to reward executives when the company achieves strong financial and operational results, and we believe the 2009 compensation of our named executive officers is consistent with the strong results achieved by the company.

The Company continued its evolution from a diversified utility to an integrated energy company focusing on natural gas exploration, production and transportation in 2009.  Key financial and operational results included:

·                                          earnings per share (“EPS”) of $1.19;

·                                          record annual sales of produced natural gas of 100.1 Bcfe, 19.5% higher than in 2008;

·                                          proved reserves increased by 31% to 4.1 Tcfe;

·                                          completion of more than 700 gross wells, including 403 horizontal wells;

·                                          drilled 800th horizontal Huron/Berea well, 33% of fourth quarter sales were produced from horizontal Huron/Berea wells;

·                                          drilled 46 horizontal Marcellus wells, including what EQT believes to be the most prolific well to date in the entire play based on a 30-day average production rate of 14 MMcfe per day;

·                                          continued technological improvements, including use of extended lateral and multi-lateral drilling as well as further improvements to our horizontal air drilling technology;

·                                          a drill bit reserve replacement ratio of 1,104%;

·                                          unit lease operating expense, excluding production taxes, decreased 14% in 2009, to $0.30 per Mcfe;

·                                          record EQT Midstream throughput and operating income; and

·                                          record Distribution operating income, 32% higher than 2008.

In addition, the company was named as one of the 50 Best Performing Companies by BusinessWeek, and Mr. Gerber was named as the best CEO in the U.S. in the “Energy-Natural Gas” category by Institutional Investor.

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In addition to monitoring the executive compensation programs in place, during 2009 the Compensation Committee accomplished the following:

·                                          completed a request for proposal for a compensation consultant, which resulted in the continued retention of Towers Watson;

·                                          structured the 2010 long-term incentive program for executives as described below; and

·                                          reviewed executive officer retirement benefits and other perquisites, which resulted in a 2010 change to the company’s contribution to an after-tax retirement program for executives as described below.

The following Compensation Discussion and Analysis describes the company’s compensation philosophy and the components of the company’s compensation program, with a focus on the named executive officers.  The named executive officers are determined in accordance with the rules of the Securities and Exchange Commission and include the principal executive officer, the principal financial officer and the next three most highly compensated executive officers with total compensation calculated in accordance with the Summary Compensation Table of $100,000 or more.  In 2009, our named executive officers were: Murry S. Gerber, Chairman and Chief Executive Officer; David L. Porges, President and Chief Operating Officer; Philip P. Conti, Senior Vice President and Chief Financial Officer; Randall L. Crawford, Senior Vice President; and Steven T. Schlotterbeck, Vice President.

Compensation Philosophy

·                Compensation Is Designed to Achieve the Company’s Objectives

The objectives of EQT’s compensation programs are to attract, motivate and retain highly-talented executives who can ensure that the company is able to safely, efficiently and profitably explore for, produce, gather, process, transport and deliver natural gas products and energy services to wholesale and retail customers.  The company seeks executives who are willing to trade off guaranteed compensation for the opportunity presented by at-risk compensation that depends upon achieving challenging performance objectives.  To that end, the Compensation Committee is committed to a compensation package that generally establishes target compensation at the median level for similar positions at comparable companies.  To create the necessary performance incentive, the compensation programs provide not only for increased pay as a reward for above-median performance but also for below-median pay for sub-par performance.  Stated differently, the programs are structured to require a commitment to performance because pay at the market median is not guaranteed.

·                Compensation Is Related to Performance and Is Aligned with the Company’s Strategic Plan

The total compensation packages for the named executive officers are generally weighted in favor of at-risk compensation through both annual and long-term performance-based incentive pay.  Each of these programs links payout to the company’s performance on specific pre-established, objective performance measures.  The table below reflects the fixed and at-risk components of the total direct compensation actually paid to each named executive officer in the period under review as a percentage of total direct compensation received.

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(1)    This column reflects each named executive officer’s base salary earned during the year ended December 31, 2009 (also included in the “Salary” column of the Summary Compensation Table), as a percentage of the total direct compensation paid to the executive during the year.

(2)    This column reflects, for 2009, the sum of the annual incentive compensation (also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table), the bonus (also included in the “Bonus” column of the Summary Compensation Table), the 2009 Shareholder Value Plan (the “2009 SVP”) payout (also included in the “Value Realized On Vesting” sub-column under the “Stock Awards” column of the Option Exercises and Stock Vested Table), and the value of all restricted stock that vested (also included in the “Value Realized on Vesting” sub-column under the “Stock Awards” column of the Option Exercises and Stock Vested Table) for each named executive officer, as a percentage of the total direct compensation actually paid to the executive during the year.

The above table is not a substitute for the Summary Compensation Table and should not be construed as such. The Summary Compensation Table includes amounts supplemental to total direct compensation and calculates certain components of total direct compensation differently.

The Compensation Committee aligns its executive compensation decisions with the strategic plan for the company.  The company’s strategic plan for recent years has focused on growth of earnings before interest, taxes, depreciation and amortization, industry-leading return on total capital, and growth value drivers (including production sales revenue increases) – each of which is a performance measure under the company’s incentive plans.

·                Total Compensation Should Be Competitive

The Compensation Committee structures a total compensation package that compares favorably with the comparator group, as described below, but generally does not offer above-market pay except for outstanding performance when objectives have been met.  The Compensation Committee benchmarks each element of total direct compensation (which includes base salary and annual and long-term incentives) and the mix of compensation (cash versus equity) against the comparator group.  The company generally targets each element of compensation at the median of the comparator group for median performance in order to remain competitive for executive talent. However, executives have an opportunity, through annual and long-term incentives, to earn more based on higher levels of performance.  Pay at the market median is not assured unless performance is also at the median.  The company has chosen to pay both annual and long-term performance compensation, as well as a level of annual base salary to maintain market competitiveness.

·                Incentive Compensation Balances Short- and Long-Term Performance

The compensation programs are designed to maintain a balance between rewarding the achievement of strong short-term or annual results and ensuring the company’s long-term growth and success.  To this

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end, a mix of both annual and longer-term incentives is provided and allocated in a manner generally consistent with the comparator group of companies.  Participation in both the annual and long-term incentive programs increases at higher levels of responsibility, as executives in these leadership roles have the greatest influence on the company’s strategic direction and results over time.

·    Peer Groups Help Establish Target Total Direct Compensation and Define Competitive Levels of Performance

The Compensation Committee looks to a comparator group of companies to help establish target total direct compensation for each executive.  The Compensation Committee also uses specified peer groups in measuring relative company performance for purposes of some of our long-term incentive programs, which impacts a portion of each executive’s long-term incentive.    Peer groups and comparator groups are reviewed with Towers Watson for appropriateness for the particular purpose.

In August 2008, in connection with the approval of the 2008 Executive Performance Incentive Program (the “2008 EPIP”), which measures among other things our total shareholder return relative to a peer group of companies, the Compensation Committee performed an extensive review to adopt a peer group of integrated energy companies aligned with the company’s current strategic focus on natural gas exploration, production and transportation and with an emphasis on companies operating in the Appalachian Basin.  Each potential peer was reviewed for industry, strategy and talent competitiveness, whether it was a peer of other peers, geographic location, ownership structure, prior financial performance and current financial scope including market capitalization, net income, revenue and return on total capital.  Following this review, the Compensation Committee selected the following peer group of 20 companies:

In January 2009, the target total direct compensation for the named executive officers was determined by reference to, among other things, the market median total direct compensation paid by the 2008 EPIP peer group companies and EOG Resources, Inc., EXCO Resources, Inc., Petroleum Development Corporation, REX Energy Corporation and XTO Energy Inc. (the “Expanded Peer Group”), in each case as reported in the 2008 proxy statement for each company.

This group of companies was selected, in part, because it aligns the comparator group which helps to establish target total direct compensation with the peer group against which the company’s performance is measured for long-term incentive purposes, the company’s strategic initiatives in its natural gas exploration, production and transportation businesses and the need for industry focus in selecting and retaining individuals in certain positions.  The company’s financial metrics approach the median of the comparator companies.  See Appendix B for a comparison of financial metrics of the comparator group.

The Compensation Committee also adopted the Expanded Peer Group (excluding Atlas Energy Resources, LLC, which was acquired in 2009) as the peer group for purposes of measuring relative total shareholder return under the 2010 Executive Performance Incentive Program (the “2010 EPIP”).

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The peer group selected by the Compensation Committee for measuring relative total shareholder return for purposes of  the 2009 SVP included companies with significant participation in one or more of the following areas: natural gas exploration and production, transmission and distribution, as well as companies having a business mix profile similar to the company at the start of the performance period.  Company performance measured against this group during the performance period was believed to reflect the efforts of management over the multi-year performance period to transition the company from a more utility-focused energy company to an integrated energy company focused on exploration, production and transportation.  Moreover, this peer group was believed to be representative of the alternatives that shareholders have when deciding to invest in a diversified natural gas company.

The companies in the 2009 SVP peer group included the following:

·                Compensation Should Be Tax Deductible to the Extent Possible

The Compensation Committee considers the impact of the applicable tax laws with respect to compensation paid under the company’s plans, arrangements and agreements.  Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) disallows, with certain exceptions, a federal income tax deduction for annual compensation over $1 million paid to any covered employee.  The covered employees are the principal executive officer and the three most highly-compensated officers other than the principal executive officer and the principal financial officer.  An exception to the deduction limit is provided under the Code for performance-based compensation paid pursuant to shareholder-approved plans that meet certain criteria.

Long-term incentive awards currently outstanding were granted under plans approved by the company’s shareholders (the 1999 Long-Term Incentive Plan and the 2009 Long-Term Incentive Plan, collectively, the “LTIPs”).  Both LTIPs provide for award opportunities designed to qualify as performance-based compensation under Section 162(m) of the Code, subject to the individual award cap under the applicable plan.  More specifically, the awards under the 2007 Supply Long-Term Incentive Program (the “2007 Supply LTIP”), the 2008 EPIP, the 2010 EPIP and the 2010 Stock Incentive Award program (the “2010 SIA”) and the option awards, are anticipated to be fully deductible by the company under the performance-based compensation exemption.

In addition, the shareholders approved the continuation of the Executive Short-Term Incentive Plan (the “Executive STIP”) in April 2006, which permits the payment of annual incentive awards that are designed to be deductible performance-based compensation under Section 162(m) of the Code.

Although the Compensation Committee generally attempts to structure compensation to preserve deductibility, it also believes that there are circumstances in which the company’s interests are best served by maintaining flexibility in the way compensation is provided, even if it might result in the non-deductibility of certain compensation for tax purposes.  For example, the company has the ability to grant restricted shares and other stock-based awards under the LTIPs, such as the 2009 SVP, and to make cash

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bonuses and equity grants, such as Mr. Schlotterbeck’s horizontal drilling award, that are not designed to qualify as performance-based compensation under the Code.  In 2009, the company incurred approximately $8.9 million of additional tax expense as a result of non-deductible compensation.

·                Executives Are Encouraged to Own Stock

Consistent with the goal of driving long-term value creation for shareholders, the company’s stock ownership guidelines require significant executive stock ownership.  As of December 31, 2009, the named executive officers’ holdings relative to their stock ownership guidelines are as set forth below:

Qualifying shareholdings include stock owned directly, shares held in the company’s 401(k) or employee stock purchase plans, and time-based restricted stock.  Although mandatory, there is no deadline for achieving the ownership guideline and executives are not required to purchase stock.  The net shares acquired through incentive compensation plans (through the exercise of options, the vesting of restricted stock or similar) must be retained if an executive has not satisfied his target.  An executive’s failure to meet the stock ownership guidelines may influence an executive’s mix of cash and non-cash compensation.  Executives are not permitted to hedge their shares or otherwise invest in derivatives involving company stock.

Stock options and performance-based awards are not qualifying shareholdings for the purposes of the stock ownership guidelines.  However, these equity interests provide the named executive officers with significant additional exposure to the value of the company’s stock.

Making Executive Compensation Decisions

·    Determining Target Total Direct Compensation

The Compensation Committee establishes the target total direct compensation (base salary plus annual and long-term incentive targets) for executive officers by establishing base salaries and setting annual and long-term incentive targets.  When appropriate, the Compensation Committee also modifies perquisites and makes other awards.  The Committee reviewed target total direct compensation in the first quarter of 2009 and again in July after peer proxy data was available.

When establishing target total direct compensation for each executive officer, the Compensation Committee considers:

·                                          market median target total direct compensation information compiled by Towers Watson for the comparator group;

·                                          current compensation information;

·                                          compensation of internal peers; and

·                                          Mr. Gerber’s compensation recommendations.

For a named executive officer who has performed well in the prior year, the predominant factor in determining target total direct compensation for the current year is the market median target total direct compensation for that position within the comparator group.

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The 2009 target total direct compensation of each named executive officer approximated the median of the comparator group.  The following chart sets forth the 2009 target total direct compensation of EQT’s named executive officers as a percentage of the median of the comparator group.

In considering the amount and type of each component of compensation, the Committee considers the effect on all other elements to generally maintain target total direct compensation at the market median for the comparator group.  An individual’s actual target, and the allocation between cash and equity, may be adjusted up or down when other compensation components do not reflect the market median.  Compensation previously earned by the named executive officers, however, does not typically affect the Compensation Committee’s compensation decisions. This reflects the Compensation Committee’s view that an executive’s compensation level should reflect the current market value of his or her services. The Compensation Committee further believes that reducing an executive’s compensation based on the value of past compensation would weaken the competitiveness of the company’s compensation programs and the incentive to achieve superior performance in the future and make it more difficult to attract, motivate and retain executive talent.

In 2009, the target total direct compensation of Messrs. Gerber and Porges substantially exceeded the target total direct compensation of the other named executive officers. This differential is consistent with, and largely driven by, pay differentials reflected in the comparator group as the management and oversight responsibilities of a chief executive officer and chief operating officer, as applicable, are broader in scope than those of the other executive officers.

·                Tally Sheets

Annually the Compensation Committee is provided with a tally sheet for each executive officer designed to provide the Compensation Committee with a full picture of the executive’s compensation history as well as of all compensation payable upon his or her termination of employment and upon a change of control.  Each tally sheet sets forth:

·                                          a five-year history of base salary, annual incentive targets and awards and perquisites; and

·                                          a complete history since hire date of long-term incentive awards, including realized gains as well as potential gains on unexercised or unvested awards.

The tally sheets also reflect the value of compensation due to each named executive officer under certain termination scenarios, including:

·                                          termination of the executive by the company with and without cause, as defined in any applicable agreement or policy;

·                                          termination by the executive for good reason, as defined in the applicable agreement;

·                                          termination by the executive for other than good reason, including retirement;

·                                          termination of the executive following a change of control; and

·                                          disability or death.

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With regard to each scenario the tally sheets include:

·                                          the cash amounts payable to the executive, including outplacement and other payments;

·                                          the cost of benefits continuation;

·                                          the value of all equity awards, including the acceleration of unvested equity awards and the value of forfeited awards;

·                                          the value of any excise tax gross-up or clawback;

·                                          retirement benefits; and

·                                          any other compensation payable to the executive upon termination.

·                Role of the Compensation Consultant

The Compensation Committee has the sole power to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.  Towers, Perrin, Forster & Crosby, Inc. (“Towers Perrin”) has been the Compensation Committee’s consultant for more then fifteen years.  In 2009, the Committee conducted a thorough review of its relationship with Towers Perrin involving, among other things, a formal request for proposal process.  Towers Perrin and four other well-known compensation consulting firms were seriously considered.  In the end, the Committee elected to retain Towers Perrin. Effective January 1, 2010 Towers Perrin merged with Watson Wyatt & Co to form Towers Watson & Co. (“Towers Watson”).  All references in this proxy to Towers Watson are references to Towers Perrin for activity prior to the completion of the merger and to Towers Watson thereafter.

Towers Watson provides the Compensation Committee with market data and counsel regarding executive officer compensation programs and practices, including specifically:

·                                          comparator group benchmarking;

·                                          peer group identification and assessment;

·                                          advice and market insight as to the form of and performance measures for annual and long-term incentives; and

·                                          marketplace compensation trends in the company’s industry and generally.

Towers Watson does not make recommendations on, or approve, the amount of compensation for any executive officer.  The Compensation Committee may request information or advice directly from Towers Watson and may direct the company to provide information to Towers Watson.  Towers Watson regularly interacts with representatives of the company’s human resources department and periodically with the Chairman and Chief Executive Officer, the President and Chief Operating Officer and representatives of the legal department.

In 2009, Towers Watson provided limited middle and senior management compensation benchmarking to the company and director compensation services to the Corporate Governance Committee of the Board, including benchmarking and trend identification.  Towers Watson’s fees for middle and senior management compensation benchmarking were less than $40,000.

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Components of the Company’s Compensation Program

The following describes each element of the company’s executive compensation arrangements, how the amount of each element is determined and how each element, and the company’s decisions with respect to it, fits into the company’s overall compensation objectives and affects decisions regarding other elements.  The eight components discussed below are:  base salary, annual incentives, long-term incentives, special grants, health and welfare benefits, retirement programs, perquisites and non-compete and change-of-control agreements.

·                Base Salary

Base salary for each named executive officer is established based on the scope of his or her responsibilities and experience, taking into account competitive market compensation paid by the comparator group for similar positions.  Because the Compensation Committee favors pay-for-performance, base salary levels are generally capped at the median of the comparator group.  Base salaries and new comparator group data are typically reviewed by the Compensation Committee each year and adjustments to executive officer salaries are considered:

·                                          when the comparator group data demonstrates a deviation from the market;

·                                          to recognize outstanding individual performance;

·                                          to recognize an increase in responsibilities over the prior year; or

·                                          to address internal equity matters.

In July 2009, Mr. Conti’s base salary was adjusted from $335,000 to $350,700 to reflect an increase in the median of the comparator group and to better align Mr. Conti with his internal peers.

·                Annual Incentives

Before or at the start of each year, the Compensation Committee approves the target annual incentive award for each executive officer.  These target awards are expressed as a percentage of base salary and, consistent with the Compensation Committee’s philosophy, generally set at the median of the comparator group of companies.  For 2009, the Compensation Committee approved target incentive awards as follows:  Mr. Gerber, 107%; Mr. Porges, 80%; Mr. Conti, 70%; Mr. Crawford, 80%; and Mr. Schlotterbeck, 80%. In July 2009, the 2010 target incentive award for Mr. Conti was increased to 80% of base salary to reflect an increase in the median of the comparator group and to better align Mr. Conti with his internal peers.

The Executive STIP, which is the annual bonus plan in which the named executive officers participate, is structured in a manner to preserve the full deductibility of awards under Section 162(m) of the Code.  In order to do this, the Compensation Committee establishes objectively determinable performance goals or measures under the Executive STIP before or at the beginning of each year.  Performance against these measures results in an objectively determinable bonus amount, except that the Compensation Committee is permitted to exercise, and has historically exercised, its downward discretion in determining the actual payout under the plan.  The Committee does not have discretion to pay a higher amount than that specified by the objective formula.

The performance measure approved for the 2009 Executive STIP, adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) compared to the business plan, was selected because adjusted EBITDA growth drives behavior consistent with the shareholders’ interests and the company’s business plan embodies the goals and priorities of the company.  In addition, the Committee agreed to consider EPS performance as a possible downward modifier.

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Adjusted EBITDA for 2009 was calculated consistent with all generally accepted accounting principles line items, except that revenues are determined based on a fixed natural gas price. The Committee fixes the natural gas price in many of the company programs so as to avoid the undue positive or negative effect of natural gas prices which prices are beyond the control of plan participants and may be volatile.  The fixed natural gas price for the 2009 Executive STIP was $7.50 per Mcfe.

The maximum awards under the Executive STIP assume superior performance levels by executive officers.  Accordingly, the Committee also considers the following as a basis for exercising negative discretion in determining the actual incentive award for each named executive officer:

·                                          a report by the Corporate Governance Committee regarding Mr. Gerber’s performance.  Mr. Gerber provides a self assessment to the Corporate Governance Committee, which then meets in executive session without any company officer present to evaluate his performance.  The meeting is also typically attended by the Chair of the Compensation Committee who reports the results of the evaluation to the independent directors, including the Compensation Committee; and

·                                          a report by Mr. Gerber, prepared in consultation with David L. Porges, President and Chief Operating Officer, regarding the performance of each other named executive officer.

Adjusted EBITDA for 2009 of $709.1 million exceeded the company’s business plan by 1.6%, which resulted in a payout multiple of 2.16 X base salary for each executive officer.  Consistent with the Executive STIP and Section 162(m) of the Code, the Compensation Committee exercised downward discretion for the named executive officers other than Messrs. Gerber and Porges, taking into consideration each executive’s target annual incentive award, his contribution to the development and execution of the financial and operational drivers, the development of his management team and his performance review.  In addition, the Committee assessed: 2009 EPS, Mr. Gerber’s leadership in shareholder communications and management development and Mr. Porges’ leadership in the 2009 operational successes identified in the Executive Summary section of this Compensation Discussion and Analysis.

In January 2010, the Compensation Committee also awarded Mr. Gerber a cash bonus of $620,000 in recognition of his continued leadership in transitioning the company to an integrated energy company through investment in and expansion of the natural gas exploration and production business.

Please refer to the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and the Summary Compensation Table column “Non-Equity Incentive Plan Compensation” for a description of the terms of the Executive STIP.

·                Long-Term Incentives

The primary vehicles for delivering long-term incentive compensation to the named executive officers in 2009 were a 2008 option grant and awards under the 2008 EPIP and the 2007 Supply LTIP.  Looking to 2010, on January 1, 2010, the Compensation Committee granted each named executive officer options and awards under the 2010 EPIP and the 2010 SIA.

2009 Long-Term Incentive Award (2008 EPIP and 2008 Stock Options)

In anticipation of the end of the 2005 Executive Performance Incentive Program (the “2005 EPIP”), a four year program which vested on December 31, 2008, and recognizing a need to implement a new program covering long-term incentive for 2009 and beyond, the Compensation Committee began discussing a replacement long-term incentive compensation program in July 2007.  The resulting program, which was contemplated to be the primary delivery vehicle for 2009 long-term incentive

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compensation, was approved in August 2008 in order to address concerns regarding retention of executives after the anticipated December 31, 2008 payout of the 2005 EPIP and also to serve as consideration for amendments to each executive’s confidentiality, non-solicitation and non-competition agreement and change of control agreement.

The Compensation Committee determined to approve both options and performance units to avail itself of the mix of influences of these two vehicles. Because a financial gain from stock options is possible only if the price of the company’s common stock increases over the life of the award, the Committee believes option grants encourage executives to focus on behaviors that should lead to a sustained long-term increase in the price of company stock, which benefits all shareholders.  As designed, the performance units similarly are expected to drive long-term value by ensuring both shareholder alignment and focus on business priorities by clearly communicating what is most important in driving business performance and ultimately creating shareholder value.  At the same time, performance units, unlike options, allow for the delivery of some value, assuming relative performance, even if the stock price declines after the grant date.  This feature gives the performance units a greater retention value than stock options but less leverage in a rising stock price environment.

Other than Mr. Schlotterbeck, the named executive officer awards were weighted 75% to options and 25% to performance units to expose the executive officers more directly to the share price risk.  Mr. Schlotterbeck’s award was 100% options in light of his outstanding 2007 Supply LTIP award.   In 2009, Mr. Crawford forfeited his 2008 EPIP award as consideration for an award under the 2007 Supply LTIP.

The performance measures for the 2008 EPIP are:

The combined award for each named executive officer other than Mr. Schlotterbeck was developed at the median of the comparator group and consists of one year (2009) of performance incentive, reflecting a Compensation Committee determination to return to annual long-term incentive grants after the four-year grants under the 2005 EPIP.  In considering the awards, the Compensation Committee evaluated whether other components of each executive’s total direct compensation was above or below the median of the applicable peer group.  Mr. Schlotterbeck’s award was set above median in recognition of the strategic importance of the EQT Production segment to the growth of the company and Mr. Schlotterbeck’s increased responsibilities for this segment.

Please refer to the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and the Summary Compensation Table columns “Stock Awards” and “Option Awards” for a description of the terms of the 2008 EPIP and 2008 option awards.

2007 Supply LTIP

The Compensation Committee approved the 2007 Supply LTIP in July 2007 with a goal of driving production growth at the operational level.  Mr. Schlotterbeck has participated in this program since

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inception and his award represented three years of long-term incentive value at the time made. Mr. Crawford was granted an award under this program in March 2009.  Mr. Crawford’s award covers only the period from January 2009 through the end of the program and represents a portion of his long-term incentive value for that period.  Mr. Crawford received his award in recognition of his responsibility for, and in order to focus his efforts on, increasing sales volumes through his management of the EQT Midstream business.

The 2007 Supply LTIP commenced in July 2007 and runs through December 31, 2010.  The performance metrics are production sales revenues (as measured by total reported production sales volumes multiplied by a fixed sales price ($4.82 Mcf)) and, subject to limited exceptions, continued employment.

In March 2009, the Compensation Committee approved additional efficiency metrics as a reflection of the increasing importance of improving production per capital dollars and reducing gathering and compression expenses in the current capital constrained environment.  These additional metrics measure:

·                                          capital efficiency:  measured as gross drilling capital dollars spent divided by gross estimated ultimate reserves developed, in each case for qualifying wells completed between January 1, 2009 and December 31, 2010; and

·                                          direct gathering and compression expense efficiency:  measured as gathering and compression expense (excluding production taxes) divided by throughput, in each case for the period January 1, 2009 through December 31, 2010.

Mr. Schlotterbeck’s target award under the 2007 Supply LTIP was developed at the median of the comparator group and reflected three and one-half years of performance incentive.  In considering the target award, the Compensation Committee evaluated whether other components of Mr. Schlotterbeck’s target total direct compensation were below the median of the comparator.  Mr. Crawford’s 2009 award was set at the value of his 2008 EPIP award when granted and, accordingly, reflects only a portion of the value of his 2009 long-term incentive award.

Please refer to the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and the Summary Compensation Table column “Stock Awards” for a description of the terms of the 2007 Supply LTIP.

2010 Long-Term Incentive Awards (2010 options, 2010 EPIP and 2010 SIA)

During 2009, the Compensation Committee reviewed various approaches to long-term compensation with a view toward developing a 2010 program that is performance driven, market competitive and tax efficient, minimizes earnings volatility, and aligns the interests of executives with the interests of shareholders.  The Committee also considered the importance of making significant progress on production and midstream strategic and operational goals.  Finally, the Compensation Committee committed that in 2009 and beyond at least 50% of the value of all equity granted to the named executive officers would be performance-based awards (not including options) earned only upon the achievement of disclosed performance metrics and hurdle rates.

As a result of this analysis the Compensation Committee designed a long-term incentive compensation program for 2010 that includes stock options and performance units under the 2010 EPIP and the 2010 SIA.  The Compensation Committee approved options and two forms of performance units to avail itself of the mix of influences of these three vehicles:

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