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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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225 North Shore Drive

Pittsburgh, PA 15212-5861

Notice of Annual Meeting of Shareholders

To Be Held April 22, 2009

The annual meeting of shareholders of EQT Corporation (formerly Equitable Resources, Inc.) will be held on Wednesday, April 22, 2009, at 9:30 a.m.  We will be in the SpringHill Suites North Shore located at 223 Federal Street in Pittsburgh, Pennsylvania.  If you owned common stock of EQT Corporation at the close of business on February 13, 2009, you may vote at this meeting.

At the meeting, we plan to:

1)                         Elect the four directors nominated by the Board to serve for new terms;

2)                         Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2009;

3)                         Approve the EQT Corporation 2009 Long-Term Incentive Plan, a copy of which is attached hereto as Appendix A;

4)                         Approve the EQT Corporation 2008 Employee Stock Purchase Plan, a copy of which is attached hereto as Appendix B; and

5)                         Transact such other business as may properly be presented at the meeting or any adjournment or postponement of the meeting.

Your Board of Directors recommends that you vote for all director nominees, for ratification of the independent registered public accounting firm, for approval of the EQT Corporation 2009 Long-Term Incentive Plan and for approval of the EQT Corporation 2008 Employee Stock Purchase Plan.

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 12, 2009

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EQT CORPORATION

225 North Shore Drive

Pittsburgh, PA  15212-5861

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, which should allow us to reduce costs associated with the 2009 annual meeting of shareholders.  On or about March 12, 2009, 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 you 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 12, 2009.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Equitable Resources, Inc. changed its name to EQT Corporation on February 9, 2009 in connection with the unveiling of a new brand, including a logo “EQTSM” and the tagline, “Where Energy Meets InnovationSM”.  Over the course of the past decade, EQT has evolved into one of the largest natural gas producers in the gas-rich Appalachian Basin, and one of the largest in the country.  In late 2008, EQT was added to the Standard & Poor’s (S&P) 500 Index.  EQT’s groundbreaking horizontal air drilling technology and infrastructure development has been instrumental in building EQT’s reputation as a leader in the industry.

EQT Corporation is soliciting proxies for its 2009 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.”

How do I contact EQT’s Corporate Secretary?

You may contact the company’s Corporate Secretary by sending correspondence to:  225 North Shore Drive, Pittsburgh, Pennsylvania 15212, Attn: Corporate Secretary.

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

You can vote if you held common stock of EQT Corporation at the close of business on February 13, 2009.  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 as in years past, which should allow us to reduce costs associated with the 2009 annual meeting.  On or about March 12,

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2009, 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.

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.

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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 and 1999 Long-Term Incentive Plan, 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 Employee Savings and Protection Plan?

Individuals holding shares through the Employee Savings Plan and the Employee Savings and Protection Plan will receive separate voting direction cards for those plans.  The trustees 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 trustees 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 trustees 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.

How do I vote restricted shares held through the 1999 Long-Term Incentive Plan?

Employees holding restricted shares through the 1999 Long-Term Incentive Plan will receive separate voting direction cards for that plan.  The administrator of the 1999 Long-Term Incentive Plan 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 of the 1999 Long-Term Incentive Plan 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.

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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 election of directors and 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, and 1999 Long-Term Incentive Plan, 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.

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 2008 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 2008 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 2008 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.

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If a shareholder of record residing at a household to which we sent only one copy of our 2008 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 225 North Shore Drive, Pittsburgh, Pennsylvania 15212 or by phone at 412-553-5891.  The company will promptly deliver, upon request, a separate 2008 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 2012 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.  In addition, for approval of the EQT Corporation 2009 Long-Term Incentive Plan proposal, the total vote cast on the proposal must represent over 50% in interest of all securities entitled to vote on the proposal.  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 proposed EQT Corporation 2009 Long-Term Incentive Plan and EQT Corporation 2008 Employee Stock Purchase Plan, although they may vote their clients’ shares on the election of directors and the ratification of Ernst & Young LLP as independent registered public accounting firm, which are considered “routine” proposals.

How will my shares be voted on other matters that may be presented to the meeting?

Since no shareholder has indicated an intention to present any matter to the 2009 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.

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 13, 2009.  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

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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 13, 2009, the record date for the meeting, EQT Corporation had 130,843,955 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; provided that with respect to the EQT Corporation 2009 Long-Term Incentive Plan proposal the total vote cast must represent over 50% in interest of all securities entitled to vote on the proposal.  For the purpose of the ratification of the appointment of Ernst & Young LLP and approval of the EQT Corporation 2009 Long-Term Incentive Plan and the EQT Corporation 2008 Employee Stock Purchase Plan, abstentions, broker non-votes and the failure to vote are not votes cast, and, accordingly, have no effect on the outcome of such proposals other than for the purpose of determining whether the requisite 50% in interest total vote cast requirement for the EQT Corporation 2009 Long-Term Incentive Plan has been satisfied.

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 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.

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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 2010 annual meeting not less than 90 but not more than 120 days before April 22, 2010, 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 2010 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 12, 2009 for them to be considered for inclusion in the 2010 proxy statement.

Under the company’s by-laws, you may present proposals in person at the 2010 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 22, 2010, 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, Philip G. Behrman, Ph.D., A. Bray Cary, Jr., Barbara S. Jeremiah and Lee T. Todd, Jr., Ph.D. 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 2012 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.

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 2012

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DIRECTORS WHOSE TERMS EXPIRE IN 2011

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DIRECTORS WHOSE TERMS EXPIRE IN 2010

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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 and one special meeting during 2008.  The independent directors met seven times in executive session without any officer of the company present.  During 2008, attendance at all Board meetings averaged 94.7%.  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 2008 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 2008, 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:

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 and was a member of the Executive 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. 

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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 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 Mr. Rohr and Dr. Todd, who are non-employee, independent directors.  Dr. Domm, who was a non-employee, independent director, served as Chair of the Compensation Committee during 2008.  The Board will evaluate the open Chair position at its next Board meeting.

·                                          Discharges the Board’s responsibilities relating to compensation of the company’s executive officers.  See “Compensation Discussion and Analysis” under “Executive Compensation” below for further information regarding the roles of the Compensation Committee, management and the compensation consultant in determining the amount and form of executive compensation.

·                                          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 party transactions.

Executive Committee

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

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·                                          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.

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.  Director candidates have been identified most often by senior management and members of the Board considering individuals both within and external to their respective networks.  The Committee has in the past retained, and may in the future retain, a consultant to assist in the process.  A third-party search firm initially identified Dr. Behrman and Mr. Cary, among others, as Board candidates to the Committee and after a screening process and recommendation by the Committee, the Board elected Dr. Behrman and Mr. Cary to the Board effective July 9, 2008 with terms expiring at the 2009 annual meeting of shareholders.

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 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:

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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

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 “Corporate Governance” link on the main page or “Investors” and then “Corporate Governance.”  EQT will provide a copy of its Corporate Governance Guidelines, Code of Business Conduct and Ethics and any of the 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

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·                                          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.

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

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·                                          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.

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.

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.

In addition to the independence standards set forth in the company’s Corporate Governance Guidelines, the company has established written policies and unwritten practices for reviewing and approving related person transactions, as described under the caption “Certain Relationships and Related Transactions” set forth below.  As part of its practices for reviewing related person transactions, the Board identified categories of transactions in which the direct or indirect interest of a related person is not material because of the nature of the transactions.  Such categories of transactions are described under the caption “Certain Relationships and Related Transactions.”

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.

Certain Relationships and Related Transactions

In the ordinary course of business, EQT Corporation may engage in transactions with companies and organizations in which an EQT Corporation director, nominee for director, executive officer, 5% shareholder or immediate family member of any of the foregoing, has an interest.   The company’s Code of Business Conduct and Ethics and related policies 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 officer’s duties to the company.   Such policies require all directors and

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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.

The Corporate Governance Committee annually reviews related party transactions involving the company and directors in order to determine whether a director had a direct or indirect material interest in the transaction.   In making its assessment, the Committee considers information derived from, among other things, questionnaires that are completed by the company’s directors each year and company accounting records.  All identified transactions are reviewed by the Corporate Governance Committee.

The Board identified the categories of transactions below as to which the direct or indirect interest of a director is not material because of the nature of the transactions:

(1)                                contracts for utility service or gas supply entered into on competitive terms(1);

(2)                                transactions with banks or other financial service firms for corporate banking services (including loans) or investment banking services entered into on competitive terms(2); and

(3)                                contributions by the company or the Equitable Resources Foundation, Inc. (the “EQT Foundation”) not exceeding $250,000 in the aggregate to non-profit entities for which a company director is a director or executive officer.

The Board reviews all related party transactions involving the company and directors utilizing these categories in order to determine whether any director had a direct or indirect material interest in such transactions.  Utilizing these categories, the Board determined that Dr. Behrman, Mr. Rohr, Mr. Shapira and Ms. Jeremiah did not have a direct or indirect material interest in the transactions that were considered by the Board.  No other director was involved in a transaction with the company involving an amount in excess of $120,000.

Finally, in matters brought before the Board regarding a contract or transaction involving an entity in which one or more of the company’s directors or officers have a financial or other interest, the company follows Section 1728 of the Pennsylvania Business Corporation Law (regarding interested directors or others) and the affected director typically abstains from the decision-making process.

Compensation Committee Interlocks and Insider Participation

During all or part of 2008, Drs. Domm and Todd and Messrs. McConomy and Rohr served as members of the Compensation Committee.  Dr. Domm passed away on February 21, 2009, and Mr. McConomy retired from the Board on April 23, 2008.  None of these current or former 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.

(1)        In 2008, Marathon Petroleum Co. LLC where Dr. Behrman served as Senior Vice President before retiring in July 2008, PNC Financial Services Group, Inc. where Mr. Rohr is Chairman and Chief Executive Officer, Giant Eagle, Inc. where Mr. Shapira is Chairman, Chief Executive Officer and President, and Alcoa, Inc. where Ms. Jeremiah served as Executive Vice President before retiring at the end of 2008, all purchased utility service and/or gas supply from the company on competitive terms.

(2)        In 2008, PNC Financial Services Group, Inc. where Mr. Rohr is Chairman and Chief Executive Officer, furnished corporate and investment banking services (including participation in the company’s revolving credit facility as part of a 16 member syndicated bank group, acting as a senior co-manager in connection with the company’s 2008 senior note offering and acting as a co-manager in connection with the company’s 2008 stock offering) to the company on competitive terms.

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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.

The Corporate Governance Committee has engaged Towers, Perrin, Forster & Crosby, Inc. (“Towers Perrin”), an external human resources consulting firm, 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 following 21 energy companies:

Set forth below is a description of the 2008 compensation of the company’s non-employee directors.

Cash Compensation

·                                          An annual cash retainer of $40,000 is paid on a quarterly basis.  The annual cash retainer was increased in April 2008 from $30,000.

·                                          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.

·                                          For the Audit Committee Chair, an annual committee chair retainer of $15,000 (no meeting fees).  For Executive, Compensation and Corporate Governance Committee Chairs, an annual committee chair retainer of $6,000 (no meeting fees).  These chair retainer fees were adopted in April 2008.  Prior to that time, each committee chair received $500 ($1,500 for Audit Committee Chair) for each meeting of his or her committee that the chair attended.  These fees are paid on a quarterly basis.

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.  In April 2008, a grant of 1,600 deferred stock units was awarded to each non-employee director who was a member of the board at that time.  The deferred stock units are awarded by the Board annually upon the recommendation of the Corporate Governance Committee.  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.  Except in the case of Dr. Domm, who elected to be paid her 2003 award in shares of stock, 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.

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·                                          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.  Other than Messrs. Behrman and Cary, who joined the Board in July 2008, each of the company’s non-employee directors satisfies the stock ownership guidelines at December 31, 2008.

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, Ms. Jeremiah, Mr. Miles and Mr. Whalen deferred fees under the plan in 2008.  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 2008 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 sets forth the aggregate compensation expense recognized for financial statement reporting purposes in 2008, calculated in accordance with Statement of Financial Accounting Standards No. 123R (“SFAS No. 123R”).  Compensation includes both the grant date fair value of the 1,600 deferred stock units awarded in April 2008 to each director who was serving on the board at that time, and the expense recognized upon re-measurement of the fair value of all outstanding deferred stock units based on the closing price of the company’s stock as of December 31, 2008. The company accounts for the deferred stock unit awards as a “liability” award under SFAS No. 123R and, as a consequence, revalues the liability for each award at each period end.  Please refer to footnote 17 of the consolidated financial statements in the company’s Annual Report on Form 10-K for a discussion of the stock units.  The stock units set forth above are valued at the company’s closing stock price at December 31, 2008, which was $33.55.   The grant date fair value of the 1,600 deferred stock units granted in 2008 was $109,152.  As a result of the decline in the company’s stock price during the second half of 2008, the company reversed a large portion of previously recognized compensation expense.  Such reversal resulted in negative compensation expense for Drs. Domm and Todd, Ms. Jeremiah and Messrs. Miles, Rohr, Shapira and Whalen in 2008.  The company recognized positive compensation expense for Mr. McConomy during 2008 because he retired from the company on April 23, 2008, which was prior to the compensation expense reversals taken by the company.  The aggregate number of deferred stock units held at December 31, 2008 was:  Ms. Bailey – 7,682; Dr. Behrman – 0; Mr. Cary - 0; Dr. Domm – 13,609; Ms. Jeremiah – 13,609; Mr. Miles – 13,609; Mr. Rohr – 13,609; Mr. Shapira – 13,609; Dr. Todd – 10,614; and Mr. Whalen – 10,614.

(3)  No amounts were expensed in 2008 in connection with stock option awards.  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, 2008 was: Mr. Miles – 4,700; Mr. Rohr – 30,400; and Mr. Shapira – 66,400.

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(4)  Includes dividends accrued on deferred stock units and annual premiums of $43 per director paid for personal life insurance policies.  This column also includes $13,854 of premiums paid under the company’s charitable life insurance program for Mr. Rohr.  This column also includes the following matching gifts made by the company to qualifying organizations under the EQT Foundation’s Matching Gifts Program:  $500 for Ms. Bailey; $15,000 for Mr. Cary; $11,250 for Dr. Domm; $10,000 for Mr. Miles; $10,000 for Ms. Jeremiah; $10,000 for Mr. Shapira; and $10,000 for Mr. Todd.  Finally, this column includes a $50,000 charitable contribution made by the EQT Foundation to Carnegie Mellon University in recognition of Mr. McConomy’s retirement from the Board of Directors of the company.

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 February 17, 2009, reporting that Wellington Management Company, LLP has shared voting power over 5,645,697 shares and shared dispositive power over 10,075,397 shares.

(2)   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 January 31, 2009, including shares they had the right to acquire within 60 days after January 31, 2009.  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 January 31, 2009 through exercise of stock options.

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(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.

(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 lists the number of shares and share units held in the directors’ deferred compensation plans, which shares and share units include (1) the deferred stock units identified in footnote (2) to the Directors’ compensation chart on page 21 above and (2) the deferred shares held by directors resulting from the curtailment in 1999 of the directors’ retirement plan and shares acquired in connection with the deferral of director fees.  The number of deferred shares (including accrued dividends) held at December 31, 2008 as a result of the 1999 curtailment of the directors’ retirement plan was:  Dr. Domm – 9,344; Mr. Rohr – 9,344; and Mr. Shapira – 30,301.   The number of deferred shares (including accrued dividends) held at December 31, 2008 as a result of the deferral of director fees was: Dr. Behrman – 877; Mr. Cary – 792; Ms. Jeremiah – 9,617; Mr. Miles – 5,428; and Mr. Whalen 2,736.

(5)   This column reflects the sum of the individual’s (or individuals’) shares beneficially owned plus stock options exercisable within 60 days of January 31, 2009 as a percent of the sum of the company’s outstanding shares at January 31, 2009 plus all options exercisable within 60 days of January 31, 2009.  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, except for the following:  David L. Porges, President, Chief Operating Officer and Director, recently became aware that his investment advisor without Mr. Porges’ knowledge effected the following transactions involving company stock for Mr. Porges’ wife’s investment account:  purchased 5 shares on August 13, 2007, purchased 8 shares on October 2, 2007, purchased 7 shares on November 26, 2007 and sold 2 shares on January 5, 2009.  Mr. Porges filed a Form 4 for these transactions on February 12, 2009.

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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 a number of 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 2008 compensation of our named executive officers is consistent with the strong results achieved by the company. Key 2008 financial and operational results include:

·                                          earnings per share of $2.00;

·                                          a natural gas production sales volume increase of 12% over 2007;

·                                          completion of three major projects in the Midstream segment – the Big Sandy Pipeline, the Mayking corridor and the Kentucky Hydrocarbon processing plant;

·                                          completion of more than 668 gross wells, including 389 horizontal wells, and continued improvement of our horizontal air drilling technology;

·                                          a 646% natural gas drill bit reserve replacement ratio;

·                                          successful resolution of Equitable Gas Company’s first base rate case in 12 years; and

·                                          added to the S&P 500 Index.

2008 was also significant because the company continued its evolution from a diversified utility to an integrated energy company increasingly focused on natural gas exploration, production and transportation.  This evolution resulted in some fundamental compensation changes for our executives in 2008, including:

·                                          the selection of a new comparator group of companies and a new long-term peer group to better align target total direct compensation and the performance measures against which long-term compensation is measured with the compensation structure and performance of other natural gas exploration, production and transportation companies;

·                                          a full market competitive review of all material compensation components which resulted in:

                                   adjustments to target total direct compensation (base salary and annual and long-term incentives);

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                                   amendments to employment, confidentiality, non-competition, non-solicitation and change in control agreements; and

                                   changes to the design of our 2009 long-term incentive program and a pay-for-performance commitment for future equity awards.

The following Compensation Discussion and Analysis describes the company’s compensation philosophy, its process for making executive compensation decisions, 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 three most highly compensated executive officers with total compensation calculated in accordance with the Summary Compensation Table of $100,000 or more.  The Securities and Exchange Commission rules for calculating total compensation require companies to value stock and option awards (including performance share awards) based upon the expense recognized for financial statement purposes in accordance with SFAS No. 123R.  The decrease in the company’s stock price during 2008 and the corresponding reduction in the payout under the 2005 Executive Performance Incentive Program (the “2005 EPIP”), described below, resulted in a significant reversal of prior year accounting expense associated with the 2005 EPIP.   As a result, most of our executive officers had negative total compensation for 2008 as calculated in accordance with the Summary Compensation Table.  In 2008, our named executive officers were: Murry S. Gerber, Chairman and Chief Executive Officer, Philip P. Conti, Senior Vice President and Chief Financial Officer, Theresa Z. Bone, Vice President and Corporate Controller, Lewis B. Gardner, Vice President and General Counsel, and Steven T. Schlotterbeck, Vice President and President, EQT Production.

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, 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, although numerous changes occurred through the year, the Compensation Committee retained its commitment 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 Compensation Committee has committed that in 2009 and beyond at least 50% of all equity granted to the named executive officers will be performance-based awards (not including options) earned only upon the achievement of disclosed performance metrics and hurdle rates.  The table below

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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.

(1)  This column reflects each named executive officer’s base salary earned during the year ended December 31, 2008 (also included in the “Salary” column of the Summary Compensation Table), as a percentage of the total direct compensation actually paid to the executive during the year.

(2)  This column reflects the sum of the annual incentive compensation plus bonus for 2008 for each named executive officer (also included in the “Non-Equity Incentive Plan Compensation” and “Bonus” columns of the Summary Compensation Table), as a percentage of the total direct compensation actually paid to the executive during the year.

(3)  This column reflects the value of each participating named executive officer’s 2005 EPIP payout and the value of shares of restricted stock that vested in 2008 (also included in the “Value Realized on Vesting” under “Stock Awards” column of the Option Exercises and Stock Vested Table), as a percentage of the total direct compensation actually paid to the executive during the year.  All other outstanding long-term incentive compensation remained at-risk at December 31, 2008 and is not reflected in this table.

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.   See the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for information regarding the 2008 accounting expense for all long-term incentive compensation of the named executive officers.

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 superior earnings per share growth, 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.  Because the strategic plan of the company is intended to drive long-term shareholder value and recognizing that driving an evolution from a diversified utility to an integrated energy company inherently increases corporate risk, the Compensation Committee believes that the allocation between at-risk and fixed compensation does not encourage inappropriate, or excessively risky, behaviors on the part of management.

·                Total Compensation Should Be Competitive

The Compensation Committee structures a total compensation package that compares favorably within the applicable 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 applicable comparator

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group.  The company generally targets each element of compensation at the median of the applicable 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 necessary 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 end, a mix of both annual and longer-term incentives is provided and allocated in a manner generally consistent with the applicable 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 Define Competitive Levels of Performance

The company looks to the performance of peer groups in measuring relative company performance.  Peer groups are reviewed with Towers Perrin for appropriateness in connection with the establishment of each compensation program.

The peer group for the 2005 EPIP was selected by the Compensation Committee in 2005 with the adoption of the 2005 EPIP.  Because the time horizon for the 2005 EPIP extended over four years, the Compensation Committee believed it important for the peer group to include companies with significant participation in one or more of the company’s lines of business, in addition to companies having a similar business mix profile.  The 29 companies in this group were chosen for their involvement in one or more of the following areas:  natural gas exploration and production, transmission and distribution.  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 this peer group included the following:

For the 2009 Shareholder Value Plan (the “2009 SVP”), the Compensation Committee approved a peer group consistent with the 2005 EPIP peer group with the exclusion of Cascade Natural Gas Corp., Keyspan Corporation, Kinder Morgan, Inc. and Peoples Energy Corporation which are no longer in existence due to acquisition or have gone private. This peer group was selected because company performance measured against this group during the performance period reflects the efforts of

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management over a multi-year period to transition the company from a more utility-focused energy company to a more exploration, production and transportation focused integrated energy company.

In connection with the approval of the three and one-half year 2008 Executive Performance Incentive Program (the “2008 EPIP”), the Compensation Committee performed an extensive review to adopt a peer group of integrated energy companies more 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:

·                Compensation Should Be Tax Deductible to the Extent Possible

The Compensation Committee has considered 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.

The 1999 Long-Term Incentive Plan, as amended and approved by the shareholders in 2004 (the “1999 LTIP”), provides for award opportunities that are designed to qualify as performance-based compensation under Section 162(m) of the Code, subject to the individual award cap under the 1999 LTIP.  More specifically, the awards under the 2005 EPIP, the 2007 Supply Long-Term Incentive Program (the “2007 Supply LTIP”), and the 2008 EPIP, 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 1999 LTIP, such as the 2009 SVP, and to make

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other special cash 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.

·                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, 2008, the named executive officers’ holdings relative to their stock ownership guidelines are as set forth below:

(1)   On February 2, 2009, Mr. Schlotterbeck received an additional 29,000 shares (18,098 shares net after taxes) upon payout of his Horizontal Drilling Special Grant (as defined and discussed under “Special Grants” 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 or her 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 company stock derivatives.

Stock options, the 2008 EPIP awards, the 2007 Supply LTIP awards and the 2009 SVP 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 long-term and annual incentive targets.  When appropriate, the Compensation Committee also approves special awards and modifies perquisites.  Consistent with past practice, the Committee reviewed target total direct compensation in the 2008 first quarter.  As a result of the evolution of the company’s business and the consideration of the peer group for the 2008 EPIP, the Committee determined to review each component of total direct compensation for certain of the named executive officers again in October.

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

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

·                                          current compensation information; and

·                                          Mr. Gerber’s compensation recommendations.

Assuming good prior year performance by a named executive officer, generally the predominant factor in determining target total direct compensation is the market median target total direct compensation for the applicable comparator group.  In January 2008 and historically, the target total direct compensation for Mr. Gerber was determined by reference to the market median total direct compensation paid to his peers in two comparison markets:

·                                          the energy companies that formed the peer group for the 2005 EPIP as reported in the 2007 proxy statement for each company; and

·                                          the 120 general industry companies that form the Towers Perrin US CDB General Industry Executive Database with Global Corporate Revenue between $1 billion and $3 billion and are identified in Appendix C to this proxy statement.

In January 2008 and historically, the target total direct compensation for the other named executive officers was determined by reference to the Towers Perrin general industry salary survey data described above.  General industry companies were used because the company’s competitors for executive talent are not limited to the energy industry and for certain of these positions skills from varied backgrounds may be desirable.  The comparator group for the Chairman and Chief Executive Officer contained an industry focus due to the importance of experience in selecting and retaining an executive in that position.

The Compensation Committee approved a new comparator group for certain of the company’s executive officers in October 2008.  This adjustment was intended to better align the comparator group which helps to establish target total direct compensation, 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 new comparator group consists of EOG Resources, Inc., EXCO Resources, Inc., Petroleum Development Corporation, REX Energy Corporation, XTO Energy Inc. and the companies in the peer group for the 2008 EPIP which was approved in August 2008.  The Compensation Committee added the five companies so that the company’s financial metrics approached the median of the comparator companies.  See Appendix D for a comparison of financial metrics of the new comparator group.

Concurrent with the establishment of a new comparator group for certain executive officers, the target total direct compensation for each of Messrs. Gerber, Schlotterbeck and Conti was re-established by reference to the median total direct compensation of the new comparator group. The adjusted target total direct compensation of Mr. Gerber is below the market median, while Mr. Conti’s 2008 target total direct compensation approximates the new median.  Mr. Schlotterbeck’s adjusted target total direct compensation was set at the 60th percentile 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.  The specific changes made in October are discussed under the caption “Components of the Company’s Compensation Program.”  The Compensation Committee continues to use the general industry comparator group to determine the target total direct compensation for Mr. Gardner and Ms. Bone because the Committee believes that industry expertise is not critical to the skills necessary for their positions.

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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 applicable 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 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 2008, the target total direct compensation of Mr. Gerber 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 applicable comparator group as the management and oversight responsibilities of a chief executive officer are broader in scope than those of the other executive officers.

The following chart sets forth the 2008 target total direct compensation of EQT’s named executive officers as a percentage of the median of the applicable comparator group.

(1)    Statistics are not available to determine the precise percentage for the comparator group for Ms. Bone and Mr. Gardner.

·    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;

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

·                                          disability or death.

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.

·    Equity Grant Processes

The Compensation Committee typically makes equity grants at regularly scheduled meetings set in excess of one year in advance of the grant date.  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 Compensation Committee does not take such information into account when determining whether or in what amounts to make such grants.  The Compensation Committee approved the 2008 EPIP and the 2008 stock option grant at a special meeting during the company’s regularly scheduled second quarter earnings blackout.  In that case, the Committee approved a value to be delivered to each participant in a number of units to be determined based upon the company’s stock price at an appropriate time after release of the company’s earning information.

The Compensation Committee has not delegated its authority to award equity to any executive officer.  The Compensation Committee has delegated to Mr. Gerber the authority to grant a limited number of restricted shares to non-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 Compensation Committee and are reported to the Compensation 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.

·    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 was hired by the Compensation Committee to provide market data and counsel regarding executive officer compensation programs and practices, including specifically:

·                                          comparator group benchmarking;

·                                          peer group identification and assessment;

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·                                          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 Perrin 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 Perrin and may direct the company to provide information to Towers Perrin.  Towers Perrin 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.

Towers Perrin also provides 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.  Of the total compensation paid to Towers Perrin by the company in 2008, 91% related to its work for the Compensation Committee and the Corporate Governance Committee.

·    Role of Senior Management

Senior management of the company has an ongoing dialog with the Compensation Consultant and the Compensation Committee 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 Compensation Committee prior to ultimate adoption.  The Compensation 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.

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 are:  base salary, annual incentives, long-term incentives, special grants, health and welfare benefits, retirement programs, perquisites and 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 applicable comparator group.  Base salaries and new survey data are typically reviewed by the Compensation Committee early each year and adjustments to executive officer salaries are considered:

·                                          when the survey data demonstrates a deviation from the market;

·                                          to recognize outstanding individual performance; or

·                                          to recognize an increase in responsibilities over the prior year.

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In early 2008, the following base salary adjustments were made: Mr. Schlotterbeck from $220,000 to $300,000 to reflect his promotion to Vice President, EQT Corporation and President, EQT Production; Mr. Gardner from $175,000 to $270,000 to reflect his promotion to Vice President and General Counsel; and Mr. Conti from $285,000 to $325,000 and Ms. Bone from $180,001 to $200,000 based upon market movements for their respective positions. The base salaries of certain of the named executive officers were adjusted a second time in 2008 in connection with a change to the applicable comparator group.   In October 2008, the following base salary adjustments were made to approximate base salaries at the median of the new comparator group: Mr. Gerber from $624,996 to $750,000, Mr. Conti from $325,000 to $335,000 and Mr. Schlotterbeck from $300,000 to $350,700.  In early 2009, Mr. Gardner’s base salary was adjusted from $270,000 to $290,000 to move closer to the median of the applicable comparator group.

·    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 applicable comparator group of companies.  For 2008, the Compensation Committee approved target incentive awards as follows:  Mr. Gerber, 100%; Mr. Conti, 50%; Ms. Bone, 30%; Mr. Gardner, 45%; and Mr. Schlotterbeck 50%.  The targets for Messrs. Schlotterbeck and Gardner reflect increases made in early 2008 in connection with their respective promotions;

·                                          the performance measure for determining maximum awards under the Executive STIP;

·                                          the sum of the incentive targets for all employees (the “incentive pools”); and

·                                          the performance measures to be applied in determining the incentive pools, and the weighting for each performance measure.

In October 2008, as a result of the adoption of a new comparator group for certain executive officers, the 2009 target incentive awards were established as follows: Mr. Gerber 107%; Mr. Schlotterbeck 80%; and Mr. Conti 70%.

After the end of each year, the Compensation Committee:

·                                          certifies the level at which the Executive STIP performance measure was satisfied;

·                                          reviews the calculation of the incentive pools, approves the amount of the incentive pools and determines whether, and the extent to which, to exercise its downward discretion; and,

·                                          approves the amount of incentive award payable to each executive officer.

The incentive pools are generally calculated at levels lower than the maximum awards available under the Executive STIP.  The Compensation Committee uses the incentive pools as a basis to exercise its negative discretion with respect to actual incentive awards payable.

The size of the 2008 headquarters incentive pool payout depended upon actual performance on, and the weighting of, financial, operational and strategic performance measures established in December 2007.  The Compensation Committee’s performance assessment for each component was multiplied by that component’s weighting, the weightings were added together to determine the pool multiplier:

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Financial Component:  The financial component identified by the Compensation Committee was 2008 earnings per diluted share (EPS) compared to business plan EPS.  Through this component, the Committee rewards executive officers for delivering defined financial results consistent with shareholder interests.  The Committee established the following guidelines regarding this component:

Because 2008 EPS exceeded the business plan EPS by 42%, the Compensation Committee exercised its discretion to approve a 4.00X times performance multiple for this component.  Applying the 4.00X performance multiple to the 40% weighting for this component resulted in a 1.60 STIP Multiplier factor.

Operational Component:  Consistent with prior years, business unit value drivers served as the 2008 operational component.  2008 business unit value drivers were set to specific and measurable criteria in the following areas: safety, business unit financial measures, production volume and drilling metrics, infrastructure project execution, improving operational effectiveness and customer service.  This component was intended to drive executive performance on objectives necessary to meet the company’s operational and financial objectives in 2008 and beyond.  The Compensation Committee established the following guidelines regarding this component:

The Compensation Committee reviewed the performance on each business unit value driver and assigned an overall performance multiple of 2.60X.  Applying the 2.60X performance multiple to the 40% weighting for this component resulted in a 1.00 STIP Multiplier factor.

Strategic Component:  For 2008, the Compensation Committee established the following strategic initiatives:

·                                          Long-Term Financing:  Identify and execute a strategy to support the company’s growth plan.

·                                          Price Risk Management:  Identify and manage the company’s exposure to natural gas prices and alternatives for mitigating the risk.

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·                                          Maximizing the Value of the Equitable Gas Company Asset:  Assess operating performance against benchmarks for both cost of delivery and quality of customer service.

·                                          External Affairs:  Implement function, including strategy and staffing.

These strategic initiatives were identified as actions important to achieving the company’s long-term growth.  The Compensation Committee established the following guidelines regarding this component:

Mr. Gerber provided the Committee with a report relative to work performed for each initiative.  The Compensation Committee agreed with Mr. Gerber’s assessment that the performance on the long-term financing, price risk management and Equitable Gas Company initiatives exceeded expectations.  The Committee also expressed the view that the work on the external affairs initiative partially met expectations but that extenuating circumstances affected this driver.  In making these assessments the Committee determined that the challenging 2008 economic environment made performance on the initiatives more complex than initially anticipated.  As a result, the Compensation Committee assigned an overall exceeds rating, or a 2.00X performance multiple.  Applying the 2.00X performance multiple to the 20% weighting for this component resulted in a 0.40 STIP Multiplier factor.

The aggregate STIP Multiplier for the headquarters pool equaled:

Because of the continued successful implementation of the Company’s strategic evolution, exceptional performance on the various drivers and the economic positioning of the Company, the Compensation Committee concluded that a 3.0X STIP Multiplier was appropriate.  The incentive funding for Messrs. Gerber, Conti and Gardner and Ms. Bone is based 100% on the headquarters incentive pool.  The incentive funding for Mr. Schlotterbeck is based 80% on the headquarters incentive pool described above and 20% on the incentive pool for the EQT Production segment, which had a STIP Multiplier of 2.8X.

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 at the time officer compensation is approved.  In 2009, the Chair of the Corporate Governance Committee made this report; and

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·                                          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.

The Compensation Committee considered each named executive officer’s contribution to the development and execution of the operational and strategic drivers and the development of their respective management teams.  In addition, the Committee assessed Mr. Gerber’s overall leadership, ongoing effective succession planning and communications with analysts and shareholders.

The performance measure adopted by the Compensation Committee under the Executive STIP establishes the maximum amount of annual incentive awards that the Committee may approve as “performance-based compensation” for tax purposes pursuant to Section 162(m) of the Code subject to the shareholder approved individual limit set forth in the Executive STIP, and does not necessarily set an expectation for the amount of annual incentive that will actually be paid.  The Compensation Committee is permitted to exercise, and has historically exercised, its discretion downward in determining the actual payout under the annual incentive plan.  The Committee may not exercise upward discretion.  The 2008 performance measure approved for the Executive STIP was EPS compared to the company’s business plan as follows:

EPS compared to the business plan was selected because EPS growth drives behavior consistent with the shareholder’s interests and the company’s business plan embodies the goals and priorities of the company.

Based upon 2008 EPS, each executive officer’s award under the Executive STIP was three times his or her base salary.  The Compensation Committee exercised downward discretion for all named executive officers, other than Mr. Gerber, taking into consideration each individual’s target annual incentive award, the size of the actual incentive pool (as determined using the STIP Multiplier) and each individual’s performance review.  See the Summary Compensation Table column entitled “Non-Equity Incentive Plan Compensation” for the annual incentive plan payout made to each named executive officer for 2008.

The Executive STIP provides that the annual awards will be paid in cash, subject to Committee discretion to pay in equity in the event an executive officer has not met his or her stock ownership guidelines.

·    Long-Term Incentives

Since 2005, the 2005 EPIP has been the primary vehicle for delivering long-term incentive compensation to Messrs. Gerber, Conti, Gardner and Schlotterbeck.  As described below, the four year performance period for the 2005 EPIP ended on December 31, 2008 and the awards were paid out.  Mr. Schlotterbeck has also participated in the 2007 Supply LTIP.  Looking to 2009, each named executive officer received an option grant in 2008 and each named executive officer other than Mr. Schlotterbeck received an award under the 2008 EPIP.

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2005 EPIP

The Compensation Committee approved the 2005 EPIP in February 2005 after discussing program design over a series of seven meetings.  During these meetings, a number of alternate program designs and various performance metrics were evaluated to achieve the best fit with the company’s goal of shareholder value growth while providing appropriate rewards for profitable results.

The performance measures for the 2005 EPIP were:

The payout opportunity under the 2005 EPIP ranged from:

·                                          no payout if EQT Corporation was one of the lowest-ranking four companies in the applicable peer group as to TSR and had annualized average absolute ROTC of less than 9%, or if TSR performance placed the company among the 13 lowest-ranked companies and annualized average absolute ROTC was below 8%; to

·                                          target payout if the company was the median performer in the applicable peer group as to TSR and had annualized average absolute ROTC of between 8% and 9%; to

·                                          two and one-half times the target award if the company was one of the four highest-ranking companies in the applicable peer group as to TSR and had annualized average absolute ROTC that was at least 10%.

Target awards under the 2005 EPIP were developed for each participating named executive officer at the median of the applicable comparator group and reflected four years of performance incentive for the participants.  In considering the target awards to be granted to each named executive officer, the Compensation Committee evaluated whether other components of the executive’s target total direct compensation were below the median of the applicable comparator group.

The performance period for the 2005 EPIP ended on December 31, 2008, with the company having achieved a TSR of 18.7%, resulting in a ranking of 11, and annualized average absolute ROTC in excess of 10%.  Accordingly, the awards were paid out at a 1.75X payout multiple.  Messrs. Gerber and Conti received their awards in cash, while Messrs. Schlotterbeck and Gardner received cash and stock in order to facilitate compliance with their stock ownership guidelines.  See the Summary Compensation Table column “Stock Awards” for more information about the program and the Option Exercises and Stock Vested Table column “Value Realized on Vesting” under “Stock Awards” for the value realized by each participating named executive officer on the payout of the 2005 EPIP.

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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 is the only named executive officer participant in this program.

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.

The three and one-half year performance period is broken down into three sub-periods, with goals established for each period.  The awards were generally allocated 20% to the first sub-period, 30% to the second sub-period and 50% to the third sub-period.  Production sales revenues are determined for each sub-period and for the cumulative three and one-half year period.  Upon satisfaction of all performance metrics, participants will be paid based upon the multiple for each sub-period or, if greater, the cumulative multiple.  The first sub-period ended on December 31, 2008 with an increase in annual production sales revenues of 10% from 2006, which resulted in a 2.29X payout multiple for the first sub-period.  The range of payout multiples for the second and third sub-periods and the cumulative period measured by increases in production sales revenue over the 2006 base year are as follows:

The payout multiples will be increased, but not over 3.0X, if the company achieves improvements in:

·                                          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 (an additional 0.1X for each 2% improvement on a base of $1.90 per mcfe up to a maximum addition of 0.5X); 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 (an additional 0.1X for each 2% improvement on a base of $0.436 per Dth up to a maximum addition of 0.5X).