EQT EQT Corporation

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

Filed by the Registrant

Filed by a Party other than the Registrant

1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange

Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

		Fee paid previously with preliminary materials.
		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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EQT Has Inundated Stockholders with Blatantly Deceptive Information

EQT claims that by acquiring Rice it will gain vast amounts of new land that will permit EQT to drill more cheaply, thus creating financial benefits that will boost EQT's share price. To

support this claim, EQT has published a map which purports to show that vast amounts of EQT and Rice drilling acreage are connected. This map however is blatantly deceptive .

JANA Partners, which owns approximately 6% of EQT's outstanding shares, spent hundreds of thousands of its own money to have a leading petroleum engineering firm study EQT's map. These experts determined that much of the Rice property that would be acquired by EQT never actually touches EQT's property, meaning much of the financial benefit EQT claims would result from the Rice acquisition appears to be false . In fact, in order to acquire the land between these EQT and Rice land holdings, we believe EQT may have to spend over a billion more of your dollars based on our expert's analysis.

Overstated Financial Benefits of Rice Acquisition

EQT has claimed that it will create billions of dollars in drilling and other synergies by acquiring Rice. Our analysis shows that these claims are likely vastly overstated and would likely amount to only approximately $600 million to EQT shareholders. Yet EQT stockholders would be paying an acquisition premium of $1.8 billion, approximately three times the amount of actual synergies that we believe would be created by the Rice acquisition. In addition, many of the so-called "synergies" of acquiring Rice are simply opportunities that EQT or Rice could pursue separately -- without EQT stockholders paying a massive premium to Rice stockholders.

Warped Management Incentives

At the time EQT agreed to acquire Rice, EQT's management compensation policy was to pay management more for increasing drilling production growth, even if that growth came through overpriced acquisitions that destroyed stockholder value. Our analysis showed that under this compensation plan, the Rice acquisition would help top EQT management earn $50 million in total additional compensation, even if the Rice acquisition performs disastrously. After we criticized this compensation policy, EQT announced it would reverse it, but EQT is still contractually required to present this flawed Rice acquisition to stockholders -- meaning only you can stop it.

Giving Away Future Value Creation

EQT's stock has for years traded at a large discount to EQT's sum of the parts value. ¹ EQT management has promised to address this sum of the parts discount by the first quarter of 2018, but by issuing a substantial amount of still-discounted EQT stock to Rice stockholders, EQT would be massively diluting the value to EQT stockholders of any step EQT takes in the future to erase EQT's sum of the parts discount.

Only You Can Stop this Massive Destruction of Value

In order for EQT to acquire Rice, EQT stockholders must approve the issuance of new EQT stock to Rice stockholders. By voting " AGAINST " on the enclosed GOLD proxy card, you can send EQT a message : Stop this value-destroying acquisition, and start pursuing maximum value creation for all EQT stockholders.

STOP THE VALUE DESTRUCTION  —
REJECT THE PROPOSED RICE ACQUISITION!

VOTE THE ENCLOSED GOLD PROXY CARD TODAY "AGAINST"
THE ISSUANCE OF EQT STOCK TO RICE STOCKHOLDERS!

JANA Partners typically works constructively with public company boards and management teams to maximize value for all stockholders. On certain occasions when a constructive dialogue is not possible, JANA Partners will speak up publicly on behalf of itself and all other stockholders. In analyzing the proposed Rice acquisition by EQT, JANA Partners has partnered with experienced industry operators who have created billions of dollars of stockholder value in the same industries in which EQT operates.

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