SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. )

EQT Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

26884L109

(CUSIP Number)

Eleazer Klein, Esq.

Marc Weingarten, Esq.

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 23, 2017

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 26884L109 SCHEDULE 13D Page 2 of 10 Pages

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,000,000 Shares (including options to purchase 1,863,500 Shares)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 10,000,000 Shares (including options to purchase 1,863,500 Shares)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,000,000 Shares (including options to purchase 1,863,500 Shares)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 5.8%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 26884L109 SCHEDULE 13D Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS JONATHAN Z. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 75,000 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 75,000 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 75,000 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 26884L109 SCHEDULE 13D Page 4 of 10 Pages

1	NAME OF REPORTING PERSONS DANIEL C. HERZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 7,000 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 7,000 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,000 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 26884L109 SCHEDULE 13D Page 5 of 10 Pages

1	NAME OF REPORTING PERSONS EDWARD E. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 35,000 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 35,000 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 35,000 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) Less than 0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 26884L109 SCHEDULE 13D Page 6 of 10 Pages

Item 1. SECURITY AND ISSUER

This statement on Schedule 13D relates to the shares ("Shares") of common stock, no par value, of EQT Corporation, a Pennsylvania corporation (the "Issuer"). The principal executive office of the Issuer is located at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.

Item 2. IDENTITY AND BACKGROUND.

(a) This statement is filed by (i) JANA Partners LLC, a Delaware limited liability company ("JANA"); (ii) Jonathan Z. Cohen ("Mr. J. Cohen"), (iii) Daniel C. Herz ("Mr. Herz") and (iv) Edward E. Cohen ("Mr. E. Cohen" and together with JANA, Mr. J. Cohen and Mr. Herz, the "Reporting Persons"). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of JANA is Barry Rosenstein ("Mr. Rosenstein" or the "Principal").

(b) The principal business address of JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153. The address of Mr. J. Cohen is 712 Fifth Avenue, 11th Floor, New York, NY 10019. The address of Mr. Herz is 712 Fifth Avenue, 11th Floor, New York, NY 10019. The address of Mr. E. Cohen is 1845 Walnut Street, Suite 1000, Philadelphia, PA 19103.

(c) The principal business of JANA and the Principal is investing for accounts under their management. The principal business of Mr. J. Cohen is to serve as the Chief Executive Officer of HepCo Capital Management LLC, a private investment firm. The principal business of Mr. Herz is to serve as the President of Atlas Energy Group, LLC, an energy management company focused on the development, management and growth of energy enterprises ("Atlas"). The principal business of Mr. E. Cohen is to serve as the Chief Executive Officer of Atlas.

(d) None of the Reporting Persons or the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) JANA is a limited liability company organized in Delaware. The Principal, Mr. J. Cohen, Mr. Herz and Mr. E. Cohen are each United States citizens.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The 10,117,000 Shares (including options to purchase 1,863,500 Shares) reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $496.1 million.

The 10,000,000 Shares (including options to purchase 1,863,500 Shares) reported herein by JANA were acquired at an aggregate purchase price of approximately $489.8 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect.

CUSIP No. 26884L109 SCHEDULE 13D Page 7 of 10 Pages

Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.

Mr. J. Cohen used a total of approximately $4.3 million in the aggregate to acquire the 75,000 Shares reported herein as beneficially owned by him.

Mr. Herz used a total of approximately $400 thousand in the aggregate to acquire the 7,000 Shares reported herein as beneficially owned by her.

Mr. E. Cohen used a total of approximately $2.0 million in the aggregate to acquire the 35,000 Shares reported herein as beneficially owned by him.

Funds for the purchase of the Shares reported herein as beneficially owned by each of the foregoing individuals were derived from the respective personal funds of each such individual.

Item 4. PURPOSE OF TRANSACTION.

The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity. JANA has substantial experience analyzing and investing in the energy sector, and the other Reporting Persons collectively possess significant operational and financial expertise, including experience creating significant shareholder value in a company with a comparable structure, set of assets, and geography to the Issuer. JANA, with the assistance of the other Reporting Persons, intends to have discussions with Issuer’s shareholders, board of directors, management, and other interested parties regarding i) voting against shareholder approval of the acquisition of Rice Energy, ii) pursuing an immediate breakup of the Issuer into a separately traded E&P business and midstream business to realize the Issuer’s full value and potential strategic value, iii) optimizing capital allocation, and iv) board structure and composition. JANA is also prepared, if necessary, to nominate individuals for election to the Issuer's board of directors and to participate in the solicitation of proxies in support of such individuals, and has signed Nomination Agreements with the Reporting Persons named in Item 6.

JANA, potentially with the assistance of the other Reporting Persons, may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer's Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer's assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer's board of directors.

Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Issuer's board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar transactions with respect to the Shares.

CUSIP No. 26884L109 SCHEDULE 13D Page 8 of 10 Pages

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 173,800,724 Shares outstanding, which is the total number of Shares outstanding as of June 16, 2017, as reported in the Agreement and Plan of Merger among the Issuer, Eagle Merger Sub I, Inc. and Rice Energy Inc. dated as of June 19, 2017 attached as Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 19, 2017.

As of the close of business on the date hereof, JANA may be deemed to beneficially own 10,000,000 Shares (including options to purchase 1,863,500 Shares), representing approximately 5.8% of the Shares outstanding.

As of the close of business on the date hereof, Mr. J. Cohen may be deemed to beneficially own 75,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date hereof, Mr. Herz may be deemed to beneficially own 7,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date hereof, Mr. E. Cohen may be deemed to beneficially own 35,000 Shares, representing less than 0.1% of the Shares outstanding.

By virtue of the Nominee Agreements (as defined in Item 6 below) and the Cooperation Agreement (as defined in Item 6 below), JANA, each of the Potential Nominees (as defined in Item 6 below) and Mr. E. Cohen may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 10,117,000 Shares (including options to purchase 1,863,500 Shares), representing approximately 5.8% of the outstanding Shares. Each Potential Nominee expressly disclaims beneficial ownership of the Shares beneficially owned by JANA, each other Potential Nominee and Mr. E. Cohen. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by each Potential Nominee and Mr. E. Cohen. Mr. E. Cohen expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and each Potential Nominee.

(b) JANA has sole voting and dispositive power 10,000,000 Shares (including options to purchase 1,863,500 Shares), which power is exercised by the Principal. Mr. J. Cohen has sole voting and dispositive power over the 75,000 Shares beneficially owned by him. Mr. Herz has sole voting and dispositive power over the 7,000 Shares beneficially owned by him. Mr. E. Cohen has sole voting and dispositive power over the 35,000 Shares beneficially owned by him.

(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

CUSIP No. 26884L109 SCHEDULE 13D Page 9 of 10 Pages

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Each of Mr. J. Cohen and Mr. Herz (each, the "Potential Nominee") have entered into a nominee agreement (the "Nominee Agreement") with JANA substantially in the form attached as Exhibit B to this Schedule 13D whereby each Potential Nominee agreed to become a member of a slate of nominees (the "Slate") and stand for election as a director of the Issuer in connection with a proxy solicitation (the "Proxy Solicitation") which may be conducted by JANA in respect of the 2018 annual meeting of stockholders of the Issuer (the "2018 Annual Meeting"). Pursuant to each Nominee Agreement, JANA has agreed to pay the costs of soliciting proxies in connection with the 2018 Annual Meeting, and to defend and indemnify each Potential Nominee against, and with respect to, any losses that may be incurred by them in the event they become a party to litigation based on their nomination as a candidate for election to the Issuer's board and the solicitation of proxies in support of their election. Each Potential Nominee received compensation under the Nominee Agreement in the amount of $75,000, and an additional $180,000 in the event of his or her appointment or election. Each Potential Nominee agreed to hold Shares with a market-value equal to $255,000 (adjusted for taxes) as of the date of his or her appointment, subject to certain exceptions until the later of when such Potential Nominee is no longer a director of the Issuer and three years. A copy of the form of the Nominee Agreement is attached as Exhibit B and is incorporated by reference herein.

JANA also entered into a Cooperation Agreement with Mr. E. Cohen substantially in the form attached as Exhibit C to this Schedule 13D whereby Mr. E. Cohen has agreed to comply with certain confidentiality obligations and trading restrictions. A copy of the form of the Cooperation Agreement is attached as Exhibit C and is incorporated by reference herein.

JANA beneficially owns 18,635 call options for 1,863,500 Shares with strike prices ranging from $45 - $47.5. The call options have expiration dates ranging from August 4, 2017 to August 31, 2017.

Except as otherwise set forth herein and the joint filing agreement attached hereto as Exhibit E, the Reporting Persons have no contracts, arrangements, understandings or relationships with any person with respect to the securities of the Issuer.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:	Transactions in the Shares During the Last 60 Days.
Exhibit B:	Form of Nominee Agreement
Exhibit C:	Form of Cooperation Agreement
Exhibit D:	Joint Filing Agreement, dated July 3, 2017

CUSIP No. 26884L109 SCHEDULE 13D Page 10 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 3, 2017

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ Jonathan Z. Cohen
JONATHAN Z. COHEN
/s/ Daniel C. Herz
DANIEL C. HERZ
/s/ Edward E. Cohen
EDWARD E. COHEN

EX-99

EXHIBIT A

Transactions in Shares of the Issuer During the Last 60 Days

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as otherwise noted, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

JANA

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
04/27/2017	54,500	60.09
04/27/2017	154,928	59.76
04/27/2017	18,600	60.07
04/27/2017	75,000	59.72
05/19/2017	116,556	56.41
05/19/2017	13,575	56.38
05/22/2017	66,462	56.61
05/22/2017	70,945	56.6
05/23/2017	101,374	57.08
05/23/2017	77,683	57.15
05/24/2017	115,416	56.63
05/24/2017	99,824	56.58
05/25/2017	653,795	56.42
05/26/2017	58,540	56.7
05/26/2017	59,362	56.65
05/30/2017	110,812	56.17
05/30/2017	123,021	56.06
05/31/2017	182,038	55.21
05/31/2017	122,959	55.27
06/01/2017	292,933	55.9
06/01/2017	85,449	55.84
06/01/2017	15,000	56.01
06/02/2017	423,585	54.88
06/02/2017	15,535	54.51
06/02/2017	210,880	55.04
06/07/2017	42,000	53.63
06/07/2017	363,532	53.61
06/07/2017	144,468	53.72
06/08/2017	59,127	54.89
06/08/2017	75,000	54.92
06/08/2017	113,100	54.93
06/09/2017	122,229	56.06
06/09/2017	63,192	56.46
06/13/2017	226,100	57.14
06/13/2017	32,128	57.11
06/14/2017	109,064	57.38
06/14/2017	4,600	56.95

06/15/2017	165,178	57.67
06/15/2017	79,093	57.92
06/15/2017	13,800	57.93
06/16/2017	100,000	58.08
06/16/2017	49,293	58.54
06/19/2017	131,000	54.34
06/19/2017	122,645	54.38
06/23/2017	132,434	54.32
06/23/2017	50,000	55.54

06/26/2017	50,000	57.56
06/26/2017	55,000	57.93
06/26/2017	38,487	57.79
06/27/2017	212,759	58.41
06/28/2017	48,200	59.16
06/28/2017	199,000	59.11
06/29/2017	216,110	58.98
06/30/2017	100,000	59.05

Mr. J. Cohen

Trade Date	Amount Purchased (Sold)	Price Per Share ($)
06/15/2017	10,000	56.5
06/16/2017	10,000	53.75
06/16/2017	20,000	53.943
06/16/2017	10,000	58.604
06/19/2017	15,000	58.139
06/23/2017	5,000	58.774
06/26/2017	5,000	57.866

Mr. Herz

Trade Date	Amount Purchased (Sold)	Price Per Share ($)
06/15/2017	2,000	57.932
06/16/2017	2,000	58.2669
06/16/2017	1,000	58.836
06/19/2017	2,000	53.8567

Mr. E. Cohen

Trade Date	Amount Purchased (Sold)	Price Per Share ($)
06/16/2017	12,500	58.7456
06/16/2017	12,500	58.7504
06/19/2017	5,000	53.6179
06/19/2017	5,000	53.6133

EX-99

EXHIBIT B

Form of Nominee Agreement

NOMINATION AGREEMENT

1.This Nomination Agreement (the "Agreement"), is by and between JANA Partners LLC ("JANA," "we" or "us") and [NOMINEE] ("you").

2.You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of a JANA affiliate (the "Nominating Party") which nominees shall stand for election as directors of EQT Corporation ("EQT") in connection with a proxy solicitation (the "Proxy Solicitation") which may be conducted in respect of the 2018 annual meeting of stockholders of EQT (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means, including in connection with a negotiated settlement or similar understanding between JANA and EQT. You further agree, subject to the terms and conditions hereof, to serve as a director of EQT if so elected or appointed. JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. JANA also agrees on behalf of the Nominating Party to pay you, (i) $75,000 in cash within three (3) business days of the date hereof and (ii) in the event that you are elected or appointed as a director of EQT, $180,000 in cash within three (3) business days of such election or appointment, provided that to the extent that you do not own on the date of such election or appointment shares of common stock of EQT ("Shares") with a market value (based on the closing price of the Shares on the date of such election or appointment) equal to at least the estimated after-tax proceeds of $255,000 (assuming a combined federal, state and city tax rate of 45%, rounded to the nearest whole dollar), you agree to purchase an amount of Shares, with a market value (based on the closing price of the Shares on the date of such election or appointment) equivalent to at least the difference between (1) such after-tax amount and (2) the market value (based on the closing price of the Shares on the date of such election or appointment) of Shares you may already own on the date of such election or appointment, within ten (10) business days of such election or appointment (or such longer period as may be required to comply with any legal or regulatory requirements, including applicable laws prohibiting transactions in securities while in possession of material non-public information, or policies of the Board or EQT). You agree to hold any Shares purchased by you in accordance with this paragraph (and any other Shares purchased by you which were taken into account in satisfying the share ownership obligation set forth in the prior sentence) until at least the later of (A) the first date as of which you are no longer a director of EQT and (B) three (3) years from the date of such appointment or election; provided, however, that in the event EQT enters into any merger, consolidation, business combination, sale of substantially all its assets or similar transaction with or involving a third party (a "Liquidity Event"), you may sell, transfer or exchange such Shares in accordance with the terms of such Liquidity Event.

3.JANA agrees on behalf of itself and the Nominating Party that, so long as you actually serve on the Slate, JANA will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that you become a party to, or are threatened to be made a party to, or are a witness or other participant in, or are threatened to be a witness or other participant in, any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of EQT on the Slate, or (ii)

otherwise arising from or in connection with or relating to the Proxy Solicitation. JANA will advance on your behalf any and all expenses (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred at or prior to the Annual Meeting or claims arising as a result of the Annual Meeting or Proxy Solicitation and on or subsequent to the date hereof. Anything to the contrary herein notwithstanding, JANA is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of EQT, if you are elected. Nothing herein shall be construed to provide you with indemnification for any claims arising from (i) your violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of the Proxy Solicitation; (ii) your action in a manner that constitutes gross negligence or willful misconduct; or (iii) your provision of false or misleading information, or omission of material information, in the JANA Questionnaire (as defined below) or otherwise in connection with the Proxy Solicitation. You shall promptly notify JANA in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims; provided, however, that any failure or delay by you to notify JANA of any claim shall not relieve JANA of any liability which JANA may have to you except only to the extent that any such delay in giving or failure to give notice as required materially prejudices the defense of such claim. In addition, upon your delivery of notice with respect to any such claim, JANA shall promptly assume control of the defense of such claim with counsel chosen by JANA and shall advise you of the progress thereof and all significant actions proposed; provided, however, if you have reasonably concluded that such counsel has a conflict of interest in representing both JANA and you or that you have reasonably concluded that there may be legal defenses available to you that are different from or additional to those available to JANA, you shall be entitled to control your own defense and the reasonable fees and expenses of your counsel shall be at the expense of JANA. JANA shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, JANA may not enter into any settlement of any such claim without your written consent unless such settlement includes (i) no admission of liability or guilt by you, (ii) no requirement that you refrain from any specified activity, and (iii) an unconditional release of you from any and all liability or obligation in respect of such claim. If you are required to enforce the obligations of JANA in this Agreement in a court of competent jurisdiction, or to recover damages for breach of this Agreement, JANA will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.

4.You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of EQT if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as a director of EQT. Accordingly, JANA is relying upon your agreement to serve on the Slate and, if elected, as a director of EQT. In that regard, you may be supplied with a questionnaire (the "JANA Questionnaire") in which you will provide JANA with information necessary for the Nominating Party to make appropriate disclosure to EQT and to use in creating the proxy solicitation materials to be sent to stockholders of EQT and filed with the Securities and Exchange Commission ("SEC") in connection with the Proxy Solicitation. In the event that the Nominating

Party files with the SEC any proxy solicitation materials, the Nominating Party agrees to provide you with an opportunity to comment on those sections of the proxy solicitation materials that relate to any personal information concerning you contained in such materials.

5.You agree that (i) upon request you will promptly complete, sign and return the JANA Questionnaire, (ii) your responses in the JANA Questionnaire will be true, complete and correct in all material respects, and (iii) you will provide any additional information as may be reasonably requested by JANA. In addition, you agree that upon our request you will execute and return a separate instrument confirming that you consent to being nominated by the Nominating Party for election as a director of EQT and, if elected, consent to serving as a director of EQT. Upon being notified that you have been chosen, we and the Nominating Party may forward your consent and completed JANA Questionnaire (or summary thereof), to EQT, and we and the Nominating Party may at any time, in our and their discretion, disclose the information contained therein, as well as the existence and contents of this Agreement. Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith; provided, however, we agree to keep the results of any such background and reference check strictly confidential.

6.You further agree that (i) you will treat confidentially all information relating to the Proxy Solicitation which is non-public, confidential or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of communication relating to EQT or the Proxy Solicitation without the prior approval of JANA; and (iii) you will not agree to serve, or agree to be nominated to stand for election by EQT or any other stockholder of EQT (other than JANA), as a director of EQT without the prior approval of JANA.

7.In addition to the purchases of Shares required by the second paragraph above, you or your affiliates may invest in securities of EQT. With respect to any such purchases during the term of this Agreement, (i) you agree to consult with JANA and provide necessary information following such purchases so that we may comply with any applicable disclosure or other obligations which may result from such investment and (ii) JANA or its affiliates shall prepare and complete, at its sole expense, any required disclosures including all regulatory filings related thereto. With respect to any purchases made pursuant to this paragraph you agree on behalf of yourself and your affiliates not to dispose of any such securities prior to the termination of this Agreement; provided, however, that in the event that the Nominating Party or any of its affiliates dispose of any Shares during the term of this Agreement, of which dispositions you shall be promptly notified, you and your family members or affiliates will be permitted to sell in the aggregate a pro rata amount.

8.Each of us recognizes that should you be elected or appointed to the Board of Directors of EQT all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to EQT and to the stockholders of EQT and, as a result, that there is, and can be, no agreement between you and JANA that governs the decisions which you will make as a director of EQT.

9.This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting, (ii) your election or appointment to the Board of Directors of EQT, or (iii) the termination of the Proxy Solicitation; provided, however, that the second, third, your confidentiality obligations in the sixth, eighth, and tenth paragraphs of this Agreement shall survive such termination.

10.This Agreement sets forth the entire agreement between JANA and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by JANA and you. Any prior agreements with respect to this subject matter are hereby terminated.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Any legal action or proceeding arising out of the provisions of this Agreement shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

[Signature Page Follows]

Agreed to as of the date both parties have signed:

JANA PARTNERS LLC

By:

Name:

Title:

Date:

___________________________

Name: [NOMINEE]

Date:

EX-99

EXHIBIT C

Form of Cooperation Agreement

AGREEMENT

1. This Agreement (the "Agreement"), is by and between JANA Partners LLC ("JANA," "we" or "us") and [NAME] ("you").

2. You agree that (i) you will treat confidentially all information relating to a possible proxy solicitation (the "Proxy Solicitation") which may be conducted by JANA and its affiliates in respect of the 2018 annual meeting of stockholders (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") of EQT Corporation ("EQT") which information is non-public, confidential or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of communication relating to EQT or the Proxy Solicitation without the prior approval of JANA; and (iii) you will not agree to serve, or agree to be nominated to stand for election by EQT or any other stockholder of EQT (other than JANA), as a director of EQT without the prior approval of JANA.

3. You, your family members or your affiliates may invest in shares of common stock of EQT ("Shares"). With respect to any such purchases during the term of this Agreement, (i) you agree to consult with JANA and provide necessary information so that we may comply with any applicable disclosure or other obligations which may result from such investment and (ii) JANA or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto. With respect to any purchases made pursuant to this paragraph you agree on behalf of yourself and your family and affiliates not to dispose of any such Shares prior to the termination of this Agreement, provided, however, that in the event that the JANA or any of its affiliates dispose of any Shares during the term of this Agreement, of which dispositions you shall be promptly notified, you and your family members or affiliates will be permitted to sell in the aggregate a pro rata amount.

4. This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting or (ii) the termination of the Proxy Solicitation, provided, however, that your confidentiality obligations in the second paragraph of this Agreement shall survive such termination.

5. This Agreement sets forth the entire agreement between JANA and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by JANA and you. Any prior agreements with respect to this subject matter are hereby terminated. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

[Signature Page Follows]

Agreed to as of the date both parties have signed:

JANA PARTNERS LLC

By:

_________________________

Name:

Title:

Date:

___________________________

Name: [NAME]

Date:

EX-99

EXHIBIT D

Joint Filing Agreement, dated July 3, 2017

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: July 3, 2017

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ Jonathan Z. Cohen
JONATHAN Z. COHEN
/s/ Daniel C. Herz
DANIEL C. HERZ
/s/ Edward Cohen
EDWARD COHEN