EQT CORPORATION 2017 VALUE DRIVER PERFORMANCE SHARE UNITS AWARD AGREEMENT Non-transferable G R A N T T O _______________________________ (Grantee) DATE OF GRANT: [Grant Date], 2017 (Grant Date)

“Confirmation Date” means the date of the Committee’s certification of achievement of the Threshold Performance Goal, determination of the Performance Multiplier and approval of the Confirmed Performance Share Units, but no later than March 1, 2018.

“Confirmed Performance Share Units” means the number of Performance Share Units (rounded to the nearest whole share) equal to the Target Award times the Performance Multiplier, as determined by the Committee in accordance with Exhibit A; provided, however, that if (i) a Qualifying Change of Control occurs on or before the Confirmation Date and while Grantee remains employed by the Company and/or its Affiliates, or (ii) Grantee’s employment is terminated under the circumstances described in Section 3(a) below on or before the Confirmation Date, the number of Confirmed Performance Share Units shall in each case equal the Target Award, regardless of the Threshold Performance Goal or any other performance considerations. The term “Confirmed Performance Share Units” shall also include any Performance Share Units converted from dividend equivalents after the Confirmation Date or, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under the circumstances described in Section 3(a) below.

“Dropdown Transaction” means any transfer of assets, other than in the ordinary course of business, by the Company or any Affiliate (other than the Partnership and any subsidiary of the Partnership) to the Partnership or any subsidiary of the Partnership, whether by sale of assets, merger or otherwise; provided that, upon the transfer of such assets, the assets continue to be consolidated in the Company’s financial statements.

“Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee’s annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee’s job responsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.

“Partnership” means EQT Midstream Partners, LP, an Affiliate of the Company.

“Payment Date” is defined in Section 4 of this Agreement.

“Performance Multiplier” means the percentage, from 0% to 300%, that will be applied to the Target Award to determine the maximum number of Performance Share Units that may ultimately vest based on Grantee’s continued employment through the applicable Vesting Date(s), as more fully described in Exhibit A hereto.

“Pro Rata Amount” is defined in Section 3 of this Agreement.

“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) all outstanding Performance Share Units awarded pursuant to 2017 Value Driver Performance Share Units Award Agreements are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.

“Qualifying Termination” means the involuntary termination by the Company (or, as applicable, its successor) of Grantee’s employment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) a position elimination because of a reorganization or lack of work; or (iii) Grantee’s death or Disability.

“Target Award” means the number of Performance Share Units indicated on the cover page hereof as being the original Target Award, plus any Performance Share Units converted from dividend equivalents on the Target Award prior to the Confirmation Date or, if earlier, a Qualifying Change of Control or the termination of Grantee’s employment under the circumstances described in Section 3(a) below.

“Threshold Performance Goal” means the level of 2017 EBITDA, as indicated on Exhibit A hereto, that must be achieved in order for any Performance Share Units to be earned by Grantee pursuant to this Agreement (absent a Qualifying Change of Control occurring or the termination of Grantee’s employment under the circumstances described in Section 3(a) below, in each case on or before the Confirmation Date).

“Vesting Date” is defined in Section 2 of this Agreement.

“2017 EBITDA” means the Company’s income from continuing operations (which shall, for the avoidance of doubt, include income attributable to noncontrolling interests) before interest, income taxes, depreciation and amortization for the fiscal year ending December 31, 2017, (i) calculated using the fixed commodity prices set forth in the Company’s 2017 business plan (the “2017 Plan”) and adjusted for all cash settled derivatives and all basis and fixed price sales set forth in the 2017 Plan, (ii) excluding the effects of non-cash derivative gains (losses) not included in the 2017 Plan, (iii) excluding gains / losses on derivatives not designated as hedges, (iv) excluding the effects of non-cash developed and undeveloped oil and gas property impairments and (v) excluding the impact of acquisitions and/or dispositions in which the total consideration paid, received or assumed is in excess of $100 million. The impact of acquisitions and/or dispositions in excess of $50 million and less than or equal to $100 million may be considered for the purpose of the Committee’s exercise of downward discretion as described in Exhibit A. For the avoidance of doubt, Dropdown Transactions to the Partnership or any subsidiary of the Partnership shall not be deemed to be dispositions for purposes of calculating 2017 EBITDA. If any event occurs on or after the Grant Date that causes the Company to report discontinued operations for 2017 not contemplated in the Company’s 2017 business plan, the Company’s 2017 business plan EBITDA shall be adjusted to exclude the components of 2017 EBITDA attributable to such discontinued operations.

as to 50% of the Confirmed Performance Share Units, upon the Payment Date on or following January 1, 2018, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date, and

as to 50% of the Confirmed Performance Share Units, upon the Payment Date on or following January 1, 2019, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date, or

as to 100% of the unpaid Confirmed Performance Share Units, upon the occurrence of a Qualifying Change of Control, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date, or

as to 100% of the unpaid Confirmed Performance Share Units, upon (i) the termination of Grantee’s employment under the circumstances described in clause (i) under Section 3(a) below or (ii) Grantee’s qualifying resignation under the circumstances described in clause (ii) under Section 3(a) below, or

as to the Pro Rata Amount only, upon the termination of Grantee’s employment under the circumstances described in Section 3(b) below.

Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change of Control, (i) Grantee’s employment is terminated and such termination is a Qualifying Termination or (ii) Grantee resigns for Good Reason, in each case prior to the second anniversary of the effective date of the Change of Control, any unvested Confirmed Performance Share Units will vest.

Except as provided in Section 3(a) above, if Grantee’s employment is terminated and such termination is a Qualifying Termination, any unvested Confirmed Performance Share Units will vest as follows (such percentage of Confirmed Performance Share Units then vesting is defined as the “Pro Rata Amount”):

The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(a) shall be a date selected by the Company that is no later than 60 days after January 1, 2018. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2017, times (ii) the number of Confirmed Performance Share Units then vesting.

The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(b) shall be a date selected by the Company that is no later than 60 days after January 1, 2019. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the last business day of 2018, times (ii) the number of Confirmed Performance Share Units then vesting.

The Payment Date for Confirmed Performance Share Units vesting pursuant to Section 2(c) shall be the closing date of the Qualifying Change of Control. Except as set forth below, such awards shall be paid on the Payment Date in cash, equal to (i) the Fair Market Value per share of the Company’s Common Stock on the business day immediately preceding the closing date of the Qualifying Change of Control, times (ii) the number of Confirmed Performance Share Units then vesting.

The Payment Date for Confirmed Performance Share Units vesting pursuant to Sections 2(d) and 2(e) shall be a date selected by the Company that is: (i) if a Qualifying Termination under the circumstances described in clause (i) of Section 3(a) above, no later than 60 days after such Qualifying Termination (provided that any release of claims required under Section 3(a) has become effective), or (ii) if a qualifying resignation under the circumstances described in clause (ii) of Section 3(a) above, no later than 60 days after such qualifying resignation (provided that any release of claims required under Section 3(a) has become effective), or (iii) if a Qualifying Termination under the circumstances described in Section 3(b) above, no later than 30 days after

Such other date as may be otherwise provided under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement).

If 2017 EBITDA is less than the Company’s 2017 business plan EBITDA, the Performance Multiplier shall be 0% and the entire Award shall be forfeited without further consideration or any act or action by Grantee.

If 2017 EBITDA is equal to the Company’s 2017 business plan EBITDA or above, the Performance Multiplier will be 300%, subject to the Committee’s discretion to determine that a lower Performance Multiplier shall apply to this Award. In exercising such discretion, the Committee shall consider and be guided by the following considerations: (i) the financial performance measures and value drivers of the applicable short-term incentive program of the Company for calendar year 2017, and (ii) if desired, Grantee’s individual performance on his or her 2017 value drivers. Notwithstanding its certification of the Performance Multiplier on the Confirmation Date, the Committee may further reduce the Performance Multiplier at any time prior to December 31, 2018 in the event that any of the value driver results used to originally determine the Performance Multiplier are determined to be materially inaccurate, regardless of whether misconduct of any person was involved or whether the inaccuracy leads to a restatement of financial results. The Committee may choose not to reduce the Performance Multiplier based on the facts and circumstances or legal constraints.