X0306 4 2017-11-13 1 0001588238 EQT RE, LLC RICE 0001018196 VAGT ROBERT F 2200 RICE DRIVE CANONSBURG PA 15317 1 0 0 0 Common Stock 2017-11-13 4 D 0 12475 D 49431 D Common Stock 2017-11-13 4 D 0 49431 D 0 D On November 13, 2017, pursuant to the Agreement and Plan of Merger dated as of June 19, 2017 (the "Merger Agreement"), by and among Rice Energy Inc. (the "Company"), EQT Corporation ("EQT") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving entity and as a wholly owned indirect subsidiary of EQT. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), any outstanding award of restricted stock units of Company common stock (each, a "Company RSU") granted pursuant to the Company's 2014 Long-Term Incentive Plan (the "LTIP") was assumed by EQT and was converted into an award of restricted stock units of EQT common stock (each, an "EQT RSU") with respect to a number of whole shares of EQT common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time by (ii) sum of (a) 0.37 and (b) the quotient of (i) the $5.30 divided by (ii) the average of the closing sale prices of EQT common stock on the New York Stock Exchange as reported by The Wall Street Journal for each of the five consecutive trading days ending on (and including) the last complete trading day immediately prior to the Effective Time. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the Effective Time was converted at such time into the right to receive: (A) 0.37 shares of EQT common stock, and (B) $5.30 in cash, without interest. /s/ Robert F. Vagt, by William E. Jordan, Attorney-in-Fact 2017-11-13