EQT Corp (Form: 8-K, Received: 11/13/2018 06:39:33)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 13, 2018 (November 12, 2018)

EQT Corporation
(Exact name of registrant as specified in its charter)


Pennsylvania (State or other jurisdiction of incorporation)		1-3551 (Commission File Number)		25-0464690 (I.R.S. Employer Identification No.)


625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania (Address of principal executive offices)		15222 (Zip Code)

Registrant's telephone number, including area code: (412) 553-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2):

o: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

Separation Agreements

On November 12, 2018, in connection with the Separation and the Distribution (each as defined below), EQT Corporation (EQT) entered into several agreements with Equitrans Midstream Corporation (ETRN) that govern the relationship of the parties following the Distribution, including the following:

•: Separation and Distribution Agreement
•: Transition Services Agreement
•: Tax Matters Agreement
•: Employee Matters Agreement
•: Shareholder and Registration Rights Agreement

A summary of the material terms of each of these agreements can be found in the section entitled "Certain Relationships and Related Person Transactions" in the Information Statement, dated October 26, 2018, included as Exhibit 99.1 to this Current Report on Form 8-K. Such summaries are incorporated by reference into this Item 1.01 and are qualified in their entirety by reference to the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement and the Shareholder and Registration Rights Agreement filed as Exhibits 2.1, 2.2, 2.3, 2.4 and 4.1, respectively, to this Current Report on Form 8-K, each of which is incorporated by reference into this Item 1.01.

Indemnification Agreements

The text under the heading "Indemnification Agreements" in Item 5.02 below is incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the Separation and the Distribution, on November 12, 2018, the Omnibus Agreement, dated July 2, 2012 (as amended, the Omnibus Agreement), by and among EQT, EQM Midstream Partners, LP and EQM Midstream Services, LLC, was terminated. Certain indemnification obligations of EQM Midstream Partners, LP and EQT under the Omnibus Agreement remain in effect following the termination. Pursuant to the Separation and Distribution Agreement, ETRN will generally be responsible for such surviving obligations of EQT.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 12, 2018, EQT completed the previously announced separation of its midstream business from its upstream business (the Separation). The Separation was effected by the transfer of the midstream business from EQT to ETRN and the distribution of 80.1% of the outstanding shares of ETRN common stock to EQT's shareholders (the Distribution). EQT's shareholders of record as of the close of business on November 1, 2018 (the Record Date) were entitled to receive 0.80 shares of ETRN common stock for every one share of EQT common stock held as of the close of business on the Record Date. EQT did not distribute fractional shares of ETRN common stock in the Distribution. Fractional shares that EQT's shareholders would have otherwise been entitled to receive are being aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed ratably to those shareholders who would otherwise have been entitled to receive fractional shares, in accordance with the Separation and Distribution Agreement. EQT retained 19.9% of the outstanding shares of ETRN common stock.

As a result of the Distribution, ETRN is now an independent public company trading under the ticker symbol ETRN on the New York Stock Exchange.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Officers

As previously disclosed in EQT's Current Reports on Form 8-K filed with the Securities and Exchange Commission (the Commission) on August 9, 2018 and September 4, 2018, in connection with and effective as of the Distribution, the following individuals became executive officers of EQT in the capacity set forth in the table below:


Robert J. McNally		President and Chief Executive Officer
Jimmi Sue Smith		Senior Vice President and Chief Financial Officer
Jeffery C. Mitchell		Chief Accounting Officer

Robert J. McNally, age 47, has served as Senior Vice President and Chief Financial Officer of EQT since March 2016, and in March 2017 he assumed additional management responsibilities for the Business Development, Facilities, Information Technology, Innovation, and Procurement functions. Mr. McNally has served as director and Senior Vice President and Chief Financial Officer of the general partners of EQM Midstream Partners, LP and EQGP Holdings, LP from March 2016 to October 2018. He also served as a director and Senior Vice President and Chief Financial Officer of the general partner of RM Partners LP (a master limited partnership acquired by EQT through its acquisition of Rice Energy Inc.) from November 2017 to July 2018.

Jimmi Sue Smith, age 46, has served as EQT's Chief Accounting Officer since September 2016. Ms. Smith served as Vice President and Controller of EQT's midstream and commercial businesses from March 2013 to September 2016 and as Vice President and Controller of the midstream business from January 2013 through March 2013. Ms. Smith also served as Chief Accounting Officer of the general partners of EQM Midstream Partners, LP and EQGP Holdings, LP from September 2016 to October 2018, and served as the Chief Accounting Officer of the general partner of RM Partners, LP, from November 2017 to July 2018.

Jeffery C. Mitchell, age 46, has served as Vice President and Controller of EQT's production business since March 2015. Mr. Mitchell served as Corporate Director, Internal Audit of EQT, from March 2013 to March 2015, and as Corporate Director, Internal Audit and Financial Risk of EQT, from October 2011 to March 2013.

Resignation of Officers

As previously disclosed in EQT's Current Report on Form 8-K filed with the Commission on October 25, 2018, in connection with the Distribution, the following individuals resigned from their respective positions listed below, effective as of immediately prior to the Distribution:


David L. Porges		Director, Interim President and Chief Executive Officer
Thomas F. Karam		Director, Senior Vice President and President, Midstream
Charlene Petrelli		Vice President and Chief Human Resources Officer

Appointment of Directors

As previously disclosed in EQT's Current Report on Form 8-K filed with the Commission on October 25, 2018, in connection with and effective as of the Distribution, Robert J. McNally, Christina A. Cassotis, William M. Lambert, Gerald F. "Jerry" MacCleary and Anita M. Powers were each appointed as a member of EQT's board of directors.

Christina A. Cassotis, age 54, has served as Chief Executive Officer of Allegheny County Airport Authority since 2015. Previously she served as Managing Officer, Airports, of SH&E from 2003 to 2014. Ms. Cassotis has served as a director of S&T Bancorp, Inc. since June 2017, is a member of the board for Visit Pittsburgh, and is a member of the International Aviation Womens Association.

William M. Lambert, age 60, has served as Non-Executive Chairman of the Board of MSA Safety, Inc. (MSA) since June 2018. Mr. Lambert served as Chairman of the Board from 2015 to June 2018 and as President and Chief Executive Officer of MSA from May 2008 to June 2018. Mr. Lambert began his career at MSA as an engineer in 1981 and has experience in R&D, product line management, marketing, and executive management. He has served as a director of MSA since 2007 and has served as a director of Kennametal, Inc. and on the board's Audit and Nominating and Corporate Governance Committees since 2016.

Gerald F. "Jerry" MacCleary, age 64, has served as Chief Executive Officer and Chairman of Covestro LLC, formerly Bayer Material Science since February 2018. Previously, Mr. MacCleary served as president of Covestro's North American division from 2012 to 2017; senior vice president of the Polyurethane Business Group, North America from 2004 to 2017; senior vice president, performance systems marketing from 2003 to 2004; and from 1999, he directed North American product management as vice president of the plastics division. Mr. MacCleary joined Bayer in 1979 as an accountant before moving into a technical sales role in the plastics division. Mr. MacCleary serves as chairman of the American Chemistry Council's Executive Committee, as well as a director on several boards, including the National Association of Manufacturers and on the Executive Committee for the Society of Chemical Industry. Mr. MacCleary will serve on EQT's Audit Committee.

Anita M. Powers, age 63, served as vice president of Occidental Petroleum Corporation, and as executive vice president of exploration and geosciences for Occidental Oil and Gas Corporation, from 2009 until her retirement in 2017. Previously, Ms. Powers served as vice president of worldwide exploration from 2006 to 2009. Prior to 2006, she served as director of worldwide geoscience; vice president of exploration of Colombia; and chief geologist for worldwide exploration. Ms. Powers joined Occidental in 1979 and held various roles of increasing responsibility, working both onshore and offshore in the United States and internationally. Since 2017, Ms. Powers has served as a director of California Resources Corporation and as a member of its Health, Safety and Environmental Committee.

In addition, in connection with and effective as of the Distribution, James E. Rohr, formerly the Lead Independent Director of EQT's board of directors, became the Chairman of EQT's board of directors.

Actions Relating to Confidentiality, Non-Solicitation and Non-Competition Agreements

Effective as of the Distribution, the Confidentiality, Non-Solicitation and Non-Competition Agreement (the Non-Compete Agreement) between EQT and each of Mr. McNally and certain other executives was amended pursuant to an amendment by and among EQT, ETRN and such executive in order to clarify how the Non-Compete Agreement applies following the Distribution. Under the amendment, the post-termination non-competition and non-solicitation periods set forth in the Non-Compete Agreement will commence (a) upon the Distribution with respect to ETRN and its subsidiaries and (b) upon the applicable executive's termination of employment with EQT with respect to EQT and its subsidiaries. In the event that EQT and ETRN engage in activities that are competitive with each other, the non-competition covenant will not apply to such activities. The amendment provides that, if the executive's employment with EQT is terminated involuntarily by EQT without "cause" or voluntarily for "good reason," as such terms are defined in the Non-Compete Agreement, prior to the executive's receipt of an equity award in respect of 2019 (which is expected to occur on or about January 1, 2019), in addition to the other severance benefits provided by the Non-Compete Agreement, the executive will receive a cash payment equal to the target value of the award that would have been granted to the executive had he or she remained employed with EQT, subject to the executive's compliance with the Non-Compete Agreement.

The foregoing summary is qualified in its entirety by reference to the form of amendment to the Non-Compete Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.02.

On November 13, 2018, EQT entered into an amended and restated Non-Compete Agreement with Ms. Smith in connection with the Distribution and her appointment as Senior Vice President and Chief Financial Officer. The terms of Ms. Smith's Non-Compete Agreement are substantially the same as those included in the amended Non-Compete Agreement with Mr. McNally, as described in EQT's proxy statement on Schedule 14A filed on April 27, 2018 and this Current Report on Form 8-K, except that Ms. Smith's Non-Compete Agreement (a) does not provide for the payment of a cash amount in respect of her 2019 equity award if her employment terminates prior to the receipt of such an award and (b) provides that, if she becomes eligible for severance thereunder, such severance would be in lieu of any severance payable under EQT's Severance Pay Plan.

The foregoing summary is qualified in its entirety by reference to the amended and restated Non-Compete Agreement with Ms. Smith filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.02.

Indemnification Agreements

On November 12, 2018, in connection with the Separation and the Distribution, EQT entered into an indemnification agreement with each of Christina A. Cassotis, William M. Lambert, Gerald F. "Jerry" MacCleary, Jeffery C. Mitchell and Anita M. Powers (each an Indemnitee). Each of the indemnification agreements is substantially in the form filed as Exhibit 10.18 to EQT's Annual Report on Form 10-K for the year ended December 31, 2008 and included as Exhibit 10.3 to this Current Report on Form 8-K (Form Indemnification Agreement).

Each of the indemnification agreements provides that the Indemnitee will be protected as promised in EQT's Amended and Restated Bylaws (EQT Bylaws) (regardless of, among other things, any amendment to or revocation of the EQT Bylaws or any change in the composition of EQT's board of directors or an acquisition transaction relating to EQT) and advanced expenses to the fullest extent of the law and as set forth in the indemnification agreement. Each of the indemnification agreements also provides, to the extent insurance is maintained, for the continued coverage of the Indemnitee under EQT's director and officer insurance policies. Each of the indemnification agreements, among other things and subject to certain limitations, indemnifies and holds harmless the Indemnitee against any and all reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA, excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of the corporation or otherwise, in which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved by reason of the fact that the Indemnitee is or was EQT's director or officer or is or was serving at EQT's request as a director, officer, employee, trustee or representative of another corporation or enterprise.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form Indemnification Agreement, which is incorporated by reference into Item 1.01 and this Item 5.02.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by EQT on November 13, 2018 announcing completion of the Separation and the Distribution is attached hereto as Exhibit 99.2.

The information provided in this Item 7.01, including the accompanying Exhibit 99.2, shall be deemed "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by EQT pursuant to the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits.

(b): Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial information of EQT giving effect to the Separation and the Distribution, and the related notes thereto is attached hereto as Exhibit 99.3.

(d): Exhibits.

The following are filed as exhibits to this report:

Exhibit No.			Description

	2.1		Separation and Distribution Agreement, dated as of November 12, 2018, by and among EQT Corporation, Equitrans Midstream Corporation and, solely for certain limited purposes therein, EQT Production Company.
	2.2		Transition Services Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
	2.3		Tax Matters Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
	2.4		Employee Matters Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
	4.1		Shareholder and Registration Rights Agreement, dated as of November 12, 2018, by and between EQT Corporation and Equitrans Midstream Corporation.
	10.1		Form of Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement.
	10.2		Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 12, 2018, by and between EQT Corporation and Jimmi Sue Smith.
	10.3		Form of Indemnification Agreement between EQT Corporation and each executive officer and each outside director (incorporated herein by reference to Exhibit 10.18 to EQT Corporation's Annual Report on Form 10-K for the year ended December 31, 2008).
	99.1		Information Statement of Equitrans Midstream Corporation, dated October 26, 2018 (incorporated herein by reference to Exhibit 99.1 to EQT's Current Report on Form 8-K dated October 26, 2018).
	99.2		EQT Corporation press release dated November 13, 2018.
	99.3		Unaudited pro forma condensed consolidated financial information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		EQT CORPORATION
		By:		/s/ JIMMI SUE SMITH Jimmi Sue Smith Senior Vice President and Chief Financial Officer

Date: November 13, 2018

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Item 1.01 Entry into a Material Definitive Agreement.

Item 1.02. Termination of a Material Definitive Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 7.01 Regulation FD Disclosure.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND AMONG

EQT CORPORATION,

EQUITRANS MIDSTREAM CORPORATION

AND, SOLELY FOR PURPOSES OF SECTION 2.13, EQT PRODUCTION COMPANY

DATED AS OF NOVEMBER 12, 2018

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		2

ARTICLE II THE SEPARATION		15

2.1	Transfer of Assets and Assumption of Liabilities	15
2.2	SpinCo Assets; Parent Assets	17
2.3	SpinCo Liabilities; Parent Liabilities	20
2.4	Approvals and Notifications	21
2.5	Novation of Liabilities	24
2.6	Release of Guarantees	26
2.7	Termination of Agreements	27
2.8	Treatment of Shared Contracts	27
2.9	Bank Accounts; Cash Balances	28
2.10	Ancillary Agreements	29
2.11	Disclaimer of Representations and Warranties	29
2.12	Financial Information Certifications	30
2.13	Plan of Reorganization	30

ARTICLE III THE EXTERNAL DISTRIBUTION		31

3.1	Sole and Absolute Discretion; Cooperation	31
3.2	Actions Prior to the External Distribution	31
3.3	Conditions to the External Distribution	32
3.4	The External Distribution	34

ARTICLE IV MUTUAL RELEASES; INDEMNIFICATION		35

4.1	Release of Pre-External Distribution Claims	35
4.2	Indemnification by SpinCo	37
4.3	Indemnification by Parent	38
4.4	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	39
4.5	Procedures for Indemnification of Third-Party Claims	40
4.6	Additional Matters	42
4.7	Right of Contribution	43
4.8	Covenant Not to Sue	44
4.9	Remedies Cumulative	44
4.10	Survival of Indemnities	44

ARTICLE V CERTAIN OTHER MATTERS		44

5.1	Insurance Matters	44
5.2	Late Payments	47
5.3	Treatment of Payments for Tax Purposes	47
5.4	Inducement	47
5.5	Post-Effective Time Conduct	47

5.6	Trademarks Permitted Use	47

ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY		48

6.1	Agreement for Exchange of Information	48
6.2	Ownership of Information	48
6.3	Compensation for Providing Information	49
6.4	Record Retention	49
6.5	Copy of SpinCo Information	49
6.6	Limitations of Liability	49
6.7	Other Agreements Providing for Exchange of Information	49
6.8	Production of Witnesses; Records; Cooperation	50
6.9	Privileged Matters	51
6.10	Confidentiality	53
6.11	Protective Arrangements	54

ARTICLE VII DISPUTE RESOLUTION		55

7.1	Good Faith Officer Negotiation	55
7.2	Arbitration	55
7.3	Litigation and Unilateral Commencement of Arbitration	56
7.4	Conduct During Dispute Resolution Process	56

ARTICLE VIII FURTHER ASSURANCES AND ADDITIONAL COVENANTS		56

8.1	Further Assurances	56

ARTICLE IX TERMINATION		57

9.1	Termination	57
9.2	Effect of Termination	58

ARTICLE X MISCELLANEOUS		58

10.1	Counterparts; Entire Agreement; Corporate Power	58
10.2	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	59
10.3	Assignability	59
10.4	Third-Party Beneficiaries	59
10.5	Notices	60
10.6	Severability	60
10.7	Force Majeure	61
10.8	No Set-Off	61
10.9	Expenses	61
10.10	Headings	61
10.11	Survival of Covenants	61
10.12	Waivers of Default	61
10.13	Specific Performance	62
10.14	Amendments	62
10.15	Interpretation	62
10.16	Limitations of Liability	63
10.17	Performance	63
10.18	Mutual Drafting	63

SCHEDULES

Schedule 1.1		SpinCo Business Exclusions
Schedule 1.2(A)		SpinCo Contracts
Schedule 1.2(B)		SpinCo Liabilities Exclusions
Schedule 1.3		SpinCo Intellectual Property
Schedule 1.4		Transferred Entities
Schedule 2.1(a)		Separation Step Plan
Schedule 2.2(a)(ix)		SpinCo Real Property
Schedule 2.2(a)(xi)		SpinCo Assets
Schedule 2.2(b)(ix)		Parent Assets
Schedule 2.3(a)(vi)		SpinCo Liabilities
Schedule 2.3(b)		Parent Liabilities
Schedule 2.7(b)(ii)		Intercompany Agreements
Schedule 4.3(e)		Specified Parent Information
Schedule 5.1(b)		Insurance Access Limitations
Schedule 5.1(c)		Insurance Inclusions
Schedule 10.9		Allocation of Certain Costs and Expenses

EXHIBITS

Exhibit A		Amended and Restated Articles of Incorporation of Equitrans Midstream Corporation
Exhibit B		Amended and Restated Bylaws of Equitrans Midstream Corporation

iii

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 12, 2018 (this “ Agreement ”), is by and among EQT Corporation, a Pennsylvania corporation (“ Parent ”), Equitrans Midstream Corporation, a Pennsylvania corporation (“ SpinCo ”), and solely for purposes of Section 2.13 , EQT Production Company, a Pennsylvania Corporation (“ EPC ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I .

R E C I T A L S

WHEREAS, the board of directors of Parent (the “ Parent Board ”) has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the SpinCo Business from the Parent Business (the “ Separation ”) and, following the Separation, for Parent to make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of 80.1% of the outstanding SpinCo Shares owned by Parent (the “ External Distribution ”);

WHEREAS, SpinCo has been incorporated solely for these purposes and has not engaged in activities except in connection with the Separation and the External Distribution;

WHEREAS, Parent indirectly owns all of the outstanding equity of EPC;

WHEREAS, pursuant to the Separation Step Plan, the terms of this Agreement and the Partnership Transaction Documents and as part of the Separation, following certain internal restructuring transactions (including the Partnership Transactions), EPC will own all of the outstanding limited liability company interest of EQT Midstream Holdings LLC, a Delaware limited liability company (“ EMH ”), and certain other SpinCo Assets;

WHEREAS, pursuant to the Separation Step Plan and the terms of this Agreement and as part of the Separation, among other things, (a) EPC will contribute (or cause to be contributed) the SpinCo Assets held by it, other than the limited liability company interest of EMH, to SpinCo in exchange for (i) the assumption by SpinCo of certain SpinCo Liabilities and (ii) the actual or deemed issuance by SpinCo to EPC of SpinCo Shares (the “ First Contribution ” ), and (b) EPC will distribute all of the SpinCo Shares to Parent (the “ Internal Distribution ”);

WHEREAS, pursuant to the Separation Step Plan and the terms of this Agreement and as part of the Separation, among other things, EPC will distribute to Parent all of the limited liability company interest of EMH (the “ EMH Distribution ”);

WHEREAS, pursuant to the Separation Step Plan and the terms of this Agreement and as part of the Separation, among other things, Parent will contribute the SpinCo Assets held by it, including, for the avoidance of doubt, the limited liability company interest of EMH, to SpinCo in exchange for (a) the assumption by SpinCo of the SpinCo Liabilities not assumed

pursuant to the First Contribution and (b) the actual or deemed issuance by SpinCo to Parent of SpinCo Shares (the “ Second Contribution ”);

WHEREAS, pursuant to the Separation Step Plan and the terms of this Agreement, following the Second Contribution, Parent will effect the External Distribution;

WHEREAS, for U.S. federal income tax purposes, it is intended that (a) the First Contribution and the Internal Distribution, taken together, shall qualify as a “reorganization” pursuant to Sections 355(a) and 368(a)(1)(D) of the Code; (b) the EMH Distribution shall be treated as a taxable distribution of the assets held by EMH by EPC to Parent; and (c) the Second Contribution and the External Distribution, taken together, shall qualify as a “reorganization” pursuant to Sections 355(a) and 368(a)(1)(D) of the Code;

WHEREAS, for U.S. federal income tax purposes, this Agreement (including the Separation Step Plan) is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations promulgated thereunder;

WHEREAS, SpinCo and Parent have prepared, and SpinCo has filed with the SEC, the Form 10, which includes the Information Statement, and which sets forth disclosure concerning SpinCo, the Separation and the External Distribution;

WHEREAS, each of Parent and SpinCo has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the External Distribution and certain other agreements that will govern certain matters relating to the Separation and the External Distribution and the relationship of Parent, SpinCo and the members of their respective Groups following the External Distribution; and

WHEREAS, the Parties acknowledge that this Agreement and the Ancillary Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation and External Distribution, are being entered into together, and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Actually Realized ” has the meaning set forth in the Tax Matters Agreement.

“ Affiliate ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “ control ” (including, with correlative meanings, “ controlled by ” and “ under common control with ”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement and the Ancillary Agreements, (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group.

“ Agent ” shall mean the trust company or bank duly appointed by Parent to act as distribution agent, transfer agent and registrar for the SpinCo Shares in connection with the External Distribution.

“ Ancillary Agreements ” shall mean all agreements (other than this Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the External Distribution, or the other transactions contemplated by this Agreement, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shareholder and Registration Rights Agreement, the Shared Use Agreement and the Transfer Documents.

“ Approvals or Notifications ” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority.

“ Assets ” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any Contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Contract ” shall mean any agreement, understanding, contract, obligation, indenture, instrument, lease, promise, commitment or undertaking (whether written or oral and whether express or implied) that is legally binding, but excluding this Agreement and any Ancillary Agreement except as otherwise expressly provided in this Agreement or any Ancillary Agreement.

“ Disclosure Document ” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation or the External Distribution or the SpinCo Group or primarily relates to the transactions contemplated hereby.

“ Distribution Date ” shall mean the date of the consummation of the External Distribution, which shall be determined by the Parent Board in its sole and absolute discretion.

“ Distribution Ratio ” shall mean a number equal to 0.80.

“ Effective Time ” shall mean 11:59 p.m., New York City time, on the Distribution Date.

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the External Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Environmental Law ” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“ Environmental Liabilities ” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or Contract relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take-back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“ Equipment ” shall mean all apparatus, materials, computers and other electronic data processing and communications equipment, furniture, automobiles, trucks, tractors, trailers, motor vehicles, tools and other tangible personal property and fixtures.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, wars, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failures in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure .

“ Form 10 ” shall mean the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection with the External Distribution, as such registration statement may be amended or supplemented from time to time prior to the External Distribution.

“ Governmental Approvals ” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.

“ Group ” shall mean either the SpinCo Group or the Parent Group, as the context requires.

“ Hazardous Materials ” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“ Hydrocarbons ” shall mean crude oil, natural gas condensate, drip gas and natural gas liquids (including coalbed gas) and other liquids or gaseous hydrocarbons or other substances (including minerals) produced, processed or associated therewith.

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical,

financial, employee or business information or data; provided that “Information” shall not include Registrable IP.

“ Information Statement ” shall mean the information statement to be made available to the holders of Parent Shares in connection with the External Distribution, as such information statement may be amended or supplemented from time to time prior to the External Distribution.

“ Insurance Proceeds ” shall mean those monies:

(a) received by an insured from an insurance carrier; or

(b) paid by an insurance carrier on behalf of the insured;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof; provided , however , that with respect to a captive insurance arrangement, Insurance Proceeds shall only include amounts received by the captive insurer in respect of any reinsurance arrangement.

“ Intellectual Property ” shall mean all of the following whether arising under the Laws of the United States or of any foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (c) Internet domain names, accounts or “handles” with Facebook, LinkedIn, Twitter and similar social media platforms, registrations and related rights, (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, and (f) any other intellectual property rights, in each case other than Software.

“ Internal Distribution Date ” shall mean the date of the consummation of the Internal Distribution, which shall be determined by the Parent Board in its sole and absolute discretion.

“ IRS ” shall mean the U.S. Internal Revenue Service.

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree,

injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ Losses ” shall mean actual losses (including any diminution in value), costs, damages (including any indirect, punitive, exemplary, remote, speculative or similar damages), penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ MLP Entities ” shall mean EQGP Services, LLC, a Delaware limited liability company, EQGP Holdings, LP, a Delaware limited partnership, EQM Midstream Services, LLC, a Delaware limited liability company, EQM Midstream Partners, LP, a Delaware limited partnership, and their respective Subsidiaries.

“ MVP ” shall mean Mountain Valley Pipeline, LLC, a Delaware limited liability company.

“ NYSE ” shall mean the New York Stock Exchange.

“ Oil and Gas Interests ” shall mean all Hydrocarbons (whether in place, in storage, in pipelines or elsewhere); interests in and rights with respect to Hydrocarbons; leases, subleases, licenses or other occupancy or similar Contracts under which either Party or any of the members of its Group leases, subleases or licenses or otherwise acquires or obtains operating rights in and to Hydrocarbons or any other real property which is material to the operation of Hydrocarbons or interests in or rights with respect to Hydrocarbons; and fee interests, fee mineral interests, wells, mineral servitudes, royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character in Hydrocarbons in place or produced.

“ Ongoing Commercial Contracts ” shall mean any ongoing commercial Contract entered into by Parent or any other member of the Parent Group (in its capacity as a customer of the SpinCo Business), on the one hand, and any MLP Entity or MVP, on the other hand.

“ Parent Business ” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the SpinCo Business.

“ Parent Group ” shall mean Parent and each Person that is a Subsidiary of Parent (other than SpinCo and any other member of the SpinCo Group).

“ Parent Name and Parent Marks ” shall mean the names, marks, trade dress, logos, monograms, domain names, accounts or “handles” with Facebook, LinkedIn, Twitter and other similar social media platforms, and other source or business identifiers of either Party or any member of its Group using or containing “EQT” or “RICE,” either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

“ Parent Shares ” shall mean the shares of common stock, without par value, of Parent.

“ Parties ” shall mean the parties to this Agreement.

“ Partnership Transaction Documents ” shall have the meaning set forth in the Tax Matters Agreement.

“ Partnership Transactions ” shall have the meaning set forth in the Tax Matters Agreement.

“ Permits ” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“ Person ” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity or any Governmental Authority.

“ Policies ” shall mean insurance policies and insurance Contracts of any kind, including but not limited to property, excess and umbrella, commercial general liability, director and officer liability, fiduciary liability, cyber technology, professional liability, libel liability, employment practices liability, automobile, aircraft, marine, workers’ compensation and employers’ liability, employee dishonesty/crime/fidelity, foreign, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits, privileges and obligations thereunder.

“ Prime Rate ” shall mean the rate that Bloomberg displays as “Prime Rate by Country United States” or “Prime Rate By Country US-BB Comp” at http://www.bloomberg.com/quote/PRIME:IND or on a Bloomberg terminal at PRIMBB Index.

“ Privileged Information ” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including without limitation any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials protected by the work product doctrine, as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege or other protection, including the attorney-client and work product privileges.

“ Real Property ” shall mean land together with all easements, rights and interests arising out of the ownership thereof or appurtenant thereto and all buildings, structures, improvements and fixtures located thereon.

“ Record Date ” shall mean the close of business on the date to be determined by the Parent Board as the record date for determining holders of Parent Shares entitled to receive SpinCo Shares pursuant to the External Distribution.

“ Record Holders ” shall mean the holders of record of Parent Shares as of the Record Date.

“ Registrable IP ” shall mean all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

“ Release ” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“ Shared Use Agreement ” shall mean the Shared Use Agreement to be entered into by and between EPC and SpinCo or any members of their respective Groups in connection with the Separation, the External Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Shareholder and Registration Rights Agreement ” shall mean the Shareholder and Registration Rights Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the External Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Software ” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates,

menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“ SpinCo Articles of Incorporation ” shall mean the Amended and Restated Articles of Incorporation of SpinCo, substantially in the form of Exhibit A .

“ SpinCo Balance Sheet ” shall mean the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.

“ SpinCo Business ” shall mean (a) the separately managed gathering, transmission and storage, and water services operations of Parent conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries and further described in the Information Statement and (b) any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the business, operations or activities described in the foregoing clause (a) as then conducted; provided that, in the case of each of the foregoing clauses (a) and (b) , SpinCo Business shall not include any of the business, operations and activities listed on Schedule 1.1.

“ SpinCo Bylaws ” shall mean the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B .

“ SpinCo Contracts ” shall mean the following Contracts to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (w) any Contract that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement (including, for the avoidance of doubt, the rights and obligations of the Parent Group pursuant to any Ongoing Commercial Contract), (x) any Contract that would constitute SpinCo Software or SpinCo Technology or (y) any Contract listed on Schedule 2.2(b)(ix):

(a) (i) any customer, distribution, supply or vendor Contract with a Third Party entered into prior to the Effective Time exclusively related to the SpinCo Business and (ii) with respect to any customer, distribution, supply or vendor Contract with a Third Party entered into prior to the Effective Time that relates to the SpinCo Business but is not exclusively related to the SpinCo Business, that portion of any such customer, distribution, supply or vendor Contract that relates to the SpinCo Business;

(b) (i) any license agreement entered into prior to the Effective Time exclusively related to the SpinCo Business and (ii) with respect to any license agreement entered into prior to the Effective Time that relates to the SpinCo Business but is not exclusively related to the SpinCo Business, that portion of any such license agreement that relates to the SpinCo Business;

(c) any guarantee, indemnity, representation, covenant, warranty or other Liability of either Party or any member of its Group in respect of any other SpinCo Contract, any SpinCo Liability or the SpinCo Business, including any indemnification, reimbursement or other Liability (i) of either Party or any member of its Group (other than a MLP Entity) in respect of the sale of assets (whether by sale, contribution, merger, consolidation or otherwise) to a MLP Entity by either Party or any member of its Group (other than a MLP Entity) prior to the Effective Time and (ii) under any omnibus agreement between Parent or any other member of the Parent Group, on the one hand, and any MLP Entity, on the other hand, solely in the case of this clause (ii), other than as set forth on Schedule 1.2(B);

(d) any Contract that is expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to SpinCo or any member of the SpinCo Group;

(e) any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements exclusively related to the SpinCo Business;

(f) any credit or other financing agreement entered into by SpinCo or any member of the SpinCo Group in connection with the Separation;

(g) any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the SpinCo Group;

(h) any SpinCo Real Property Lease;

(i) any other Contract exclusively related to the SpinCo Business or SpinCo Assets; and

(j) any Contracts set forth on Schedule 1.2(A), including the right to recover any amounts under such Contracts.

“ SpinCo Designees ” shall mean any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) that (a) will be members of the SpinCo Group as of immediately after the Effective Time and (b) are designated by Parent as SpinCo Designees.

“ SpinCo Equipment ” shall mean all Equipment owned or licensed by either Party or any member of its Group primarily used or primarily held for use in the SpinCo Business as of the Effective Time.

“ SpinCo Group ” shall mean (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) at and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

“ SpinCo Intellectual Property ” shall mean all Intellectual Property owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time exclusively used or exclusively held for use in the SpinCo Business, and all Intellectual Property set forth on Schedule 1.3; provided that the SpinCo Intellectual Property shall not include the Parent Name and Parent Marks.

“ SpinCo Permits ” shall mean all Permits owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the SpinCo Business as of the Effective Time.

“ SpinCo Real Property Leases ” shall mean the Real Property leases of either Party or any member of its Group as of the Effective Time exclusively used or exclusively held for use in the SpinCo Business and, to the extent covered by such leases, any and all buildings, structures, improvements and fixtures located thereon.

“ SpinCo Shares ” shall mean the shares of common stock, no par value, of SpinCo.

“ SpinCo Software ” shall mean all Software owned or licensed by either Party or member of its Group exclusively used or exclusively held for use in the SpinCo Business as of the Effective Time.

“ SpinCo Technology ” shall mean all Technology owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the SpinCo Business as of the Effective Time.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Tangible Information ” shall mean information that is contained in written, electronic or other tangible forms.

“ Tax ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the External Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Tax Return ” shall have the meaning set forth in the Tax Matters Agreement.

“ Technology ” shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and

development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, in each case, other than Software.

“ Third Party ” shall mean any Person other than the Parties or any members of their respective Groups.

“ Transferred Entities ” shall mean the entities set forth on Schedule 1.4.

“ Transition Services Agreement ” shall mean the Transition Services Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the External Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

In addition, for the purpose of this Agreement, the following terms shall have the meanings set forth in the Sections indicated:

Term		Section
Agreement		Preamble
Arbitration Request		Section 7.2(a)
CPR		Section 7.2(a)
Delayed Parent Asset		Section 2.4(h)
Delayed Parent Liability		Section 2.4(h)
Delayed SpinCo Asset		Section 2.4(c)
Delayed SpinCo Liability		Section 2.4(c)
Dispute		Section 7.1
EMH		Recitals
EMH Distribution		Recitals
EPC		Preamble
External Distribution		Recitals
First Contribution		Recitals
Indemnifying Party		Section 4.4(a)
Indemnitee		Section 4.4(a)
Indemnity Payment		Section 4.4(a)
Internal Distribution		Recitals
Linked		Section 2.9(a)
Officer Negotiation Request		Section 7.1
Parent		Preamble
Parent Accounts		Section 2.9(a)
Parent Assets		Section 2.2(b)
Parent Board		Recitals
Parent Indemnitees		Section 4.2
Parent Liabilities		Section 2.3(b)
Second Contribution		Recitals
Separation		Recitals
Separation Step Plan		Section 2.1(a)
Shared Contract		Section 2.8(a)
Shared Privileges		Section 6.9(c)
SpinCo		Preamble
SpinCo Accounts		Section 2.9(a)
SpinCo Assets		Section 2.2(a)
SpinCo Indemnitees		Section 4.3
SpinCo IP/IT		Section 2.2(a)(vi)
SpinCo Liabilities		Section 2.3(a)
SpinCo Real Property		Section 2.2(a)(ix)
Straddle Period		Section 2.12
Third-Party Claim		Section 4.5(a)
Transfer Documents		Section 2.1(b)
Unreleased Parent Liability		Section 2.5(b)(ii)
Unreleased SpinCo Liability		Section 2.5(a)(ii)

ARTICLE II
THE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities .

(a) At or prior to the Effective Time, but in any case prior to the External Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “ Separation Step Plan ”):

(i) Transfer and Assignment of SpinCo Assets . Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or the applicable SpinCo Designees, or take such steps as may be necessary for SpinCo or such SpinCo Designees to succeed to, and SpinCo or such SpinCo Designees shall accept from Parent and the applicable members of the Parent Group, all of Parent’s and such Parent Group member’s respective direct or indirect right, title and interest in and to all of the SpinCo Assets (it being understood and agreed that if any SpinCo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo Asset shall be deemed assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity that are held by Parent or the applicable members of the Parent Group from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee);

(ii) Acceptance and Assumption of SpinCo Liabilities . SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill, or succeed to, all of the SpinCo Liabilities in accordance with their respective terms (it being understood and agreed that if any SpinCo Liability is a Liability of a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo Liability shall be deemed assumed by SpinCo or the applicable SpinCo Designee as a result of the transfer of all of the equity interests in such Transferred Entity that are held by Parent or the applicable members of the Parent Group from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee). SpinCo and such SpinCo Designees shall be responsible for all SpinCo Liabilities, regardless of when or where such SpinCo Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Effective Time, where or against whom such SpinCo Liabilities are asserted or determined (including any SpinCo Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;

(iii) Transfer and Assignment of Parent Assets . Parent and SpinCo shall cause SpinCo and the SpinCo Designees to contribute, assign, transfer, convey and

deliver to Parent or certain members of the Parent Group designated by Parent, or take such steps as may be necessary for Parent or such members of the Parent Group to succeed to, and Parent or such other members of the Parent Group shall accept from SpinCo and the SpinCo Designees, all of SpinCo’s and such SpinCo Designees’ respective direct or indirect right, title and interest in and to all Parent Assets held by SpinCo or a SpinCo Designee (it being understood and agreed that if any Parent Asset shall be held by an entity the equity interests of which will be transferred to a member of the Parent Group or a wholly owned Subsidiary of such an entity, such Parent Asset shall be deemed assigned, transferred, conveyed and delivered to Parent as a result of the transfer of all of the equity interests in such entity that are held by SpinCo or the applicable members of the SpinCo Group from SpinCo or the applicable members of the SpinCo Group to Parent or the applicable member of the Parent Group designated by Parent); and

(iv) Acceptance and Assumption of Parent Liabilities . Parent and certain members of the Parent Group designated by Parent shall accept and assume and agree faithfully to perform, discharge and fulfill, or succeed to, all of the Parent Liabilities held by SpinCo or any SpinCo Designee and Parent and the applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms (it being understood and agreed that if any Parent Liability is a Liability of an entity the equity interests of which will be transferred to a member of the Parent Group or a wholly owned Subsidiary of such an entity, such Parent Liability shall be deemed assumed by Parent or the applicable member of the Parent Group designated by Parent as a result of the transfer of all of the equity interests in such entity that are held by SpinCo or the applicable members of the SpinCo Group from SpinCo or the applicable members of the SpinCo Group to Parent or the applicable member of the Parent Group designated by Parent), regardless of when or where such Parent Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Effective Time, where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b) Transfer Documents . In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a) , (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a) , and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other

Party, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a) . All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ Transfer Documents .”

(c) Misallocations . In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability.

(d) Waiver of Bulk-Sale and Bulk-Transfer Laws . SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

2.2 SpinCo Assets; Parent Assets .

(a) SpinCo Assets . For purposes of this Agreement, “ SpinCo Assets ” shall mean:

(i) all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any members of its Group as of the Effective Time;

(ii) all Assets of either Party or any members of its Group included or reflected as Assets of the SpinCo Group (including the MLP Entities) on the SpinCo Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the SpinCo Balance Sheet; provided that the amounts set forth on the SpinCo Balance Sheet with respect to any Assets shall not be treated as minimum or maximum amounts of such Assets that are included in the definition of SpinCo Assets pursuant to this clause (ii);

(iii) all Assets of either Party or any of the members of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of the SpinCo Group (including the MLP Entities) on a pro forma combined balance sheet of the SpinCo Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers prepared on a basis consistent with the determination of the Assets included on the SpinCo Balance Sheet), it being understood that (x) the SpinCo Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of SpinCo Assets pursuant to this clause (iii); and (y) the amounts set forth on the SpinCo Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of SpinCo Assets pursuant to this clause (iii);

(iv) all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to SpinCo or any other member of the SpinCo Group;

(v) all SpinCo Contracts as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(vi) all SpinCo Intellectual Property, SpinCo Software and SpinCo Technology as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time (collectively, the “ SpinCo IP/IT ”);

(vii) all SpinCo Permits as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(viii) all SpinCo Equipment as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(ix) other than any Oil and Gas Interests, all of the Real Property that is owned by either Party or any of the members of its Group and used exclusively in the SpinCo Business as of the Effective Time, including the Real Property listed or described on Schedule 2.2(a)(ix) (the “ SpinCo Real Property ”);

(x) subject to Section 6.5 , all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the SpinCo Assets, the SpinCo Liabilities, the SpinCo Business or any member of the SpinCo Group and, subject to Section 6.5 and the provisions of the applicable Ancillary Agreements, a non-exclusive right to all Information that is related to, but not exclusively related to, the SpinCo Assets, the SpinCo Liabilities, the SpinCo Business or any member of the SpinCo Group;

(xi) all Assets set forth on Schedule 2.2(a)(xi); and

(xii) all Assets of either Party or any of the members of its Group as of the Effective Time that are exclusively related to the SpinCo Business to the extent not already included in the foregoing clauses of this Section 2.2(a) .

Notwithstanding the foregoing, the SpinCo Assets shall not in any event include any Asset referred to in clauses (i) through (ix) of Section 2.2(b) .

(b) Parent Assets . For the purposes of this Agreement, “ Parent Assets ” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets; it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

(i) all Assets that are contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by Parent or any other member of the Parent Group;

(ii) all Contracts of either Party or any of the members of its Group as of the Effective Time other than the SpinCo Contracts;

(iii) all Oil and Gas Interests of either Party or any of the members of its Group as of the Effective Time (other than any SpinCo Contracts) and all rights, interests or claims of either Party or any of the members of its Group thereunder;

(iv) (A) the Parent Name and Parent Marks, and (B) all Intellectual Property, Software and Technology of either Party or any of the members of its Group as of the Effective Time other than, in the case of this subclause (B), the SpinCo IP/IT;

(v) all Permits of either Party or any of the members of its Group as of the Effective Time other than the SpinCo Permits;

(vi) all Equipment of either Party or any of the members of its Group as of the Effective Time other than the SpinCo Equipment;

(vii) other than any Oil and Gas Interests, (A) all of the Real Property that is owned by either Party or any of the members of its Group as of the Effective Time other than the SpinCo Real Property and (B) the Real Property leases of either Party or any member of its Group as of the Effective Time other than the SpinCo Real Property Leases;

(viii) all cash and cash equivalents of either Party or any of the members of its Group as of the Effective Time (it being understood that the right to receive any distribution with respect to limited partner interests in EQGP Holdings, LP or in EQM Midstream Partners, LP that is declared but not yet paid prior to the Effective Time shall be a Parent Asset); and

(ix) any and all Assets set forth on Schedule 2.2(b)(ix).

Notwithstanding the foregoing, clauses (i) through (ix) above shall be deemed not to include any Asset of a MLP Entity or MVP.

2.3 SpinCo Liabilities; Parent Liabilities .

(a) SpinCo Liabilities . For the purposes of this Agreement, “ SpinCo Liabilities ” shall mean the following Liabilities of either Party or any of the members of its Group:

(i) all Liabilities included or reflected as liabilities or obligations of SpinCo or the members of the SpinCo Group (including the MLP Entities) on the SpinCo Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the SpinCo Balance Sheet; provided that the amounts set forth on the SpinCo Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of SpinCo Liabilities pursuant to this clause (i);

(ii) all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of SpinCo or the members of the SpinCo Group (including the MLP Entities) on a pro forma combined balance sheet of the SpinCo Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers prepared on a basis consistent with the determination of the Liabilities included on the SpinCo Balance Sheet), it being understood that (x) the SpinCo Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of SpinCo Liabilities pursuant to this clause (ii); and (y) the amounts set forth on the SpinCo Balance Sheet with respect to any Liabilities shall not be treated as minimum or maximum amounts of such Liabilities that are included in the definition of SpinCo Liabilities pursuant to this clause (ii);

(iii) all Liabilities, including any Environmental Liabilities, relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the SpinCo Business or a SpinCo Asset;

(iv) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, and all agreements, obligations and Liabilities of any member of the SpinCo Group under this Agreement or any of the Ancillary Agreements;

(v) all Liabilities relating to, arising out of or resulting from the SpinCo Contracts, the SpinCo Intellectual Property, the SpinCo Software, the SpinCo Technology, the SpinCo Permits, the SpinCo Equipment or the SpinCo Real Property;

(vi) any and all Liabilities set forth on Schedule 2.3(a)(vi); and

(vii) all Liabilities arising out of claims made by any Third Party (including Parent’s or SpinCo’s respective directors, officers, shareholders, employees and agents) against any member of the Parent Group or the SpinCo Group to the extent relating to, arising out of or resulting from the SpinCo Business or the SpinCo Assets or the other business, operations, activities or Liabilities referred to in the foregoing clauses (i) through (vi);

provided that, notwithstanding the foregoing, the Parties agree that the Liabilities set forth on Schedule 2.3(b) and any Liabilities of any member of the Parent Group pursuant to the Ancillary Agreements shall not be SpinCo Liabilities but instead shall be Parent Liabilities.

(b) Parent Liabilities . For the purposes of this Agreement, “ Parent Liabilities ” shall mean (i) all Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the Parent Group and, prior to the Effective Time, any member of the SpinCo Group, in each case that are not SpinCo Liabilities, including any and all Liabilities set forth on Schedule 2.3(b); and (ii) all Liabilities arising out of claims made by any Third Party (including Parent’s or SpinCo’s respective directors, officers, shareholders, employees and agents) against any member of the Parent Group or the SpinCo Group to the extent relating to, arising out of or resulting from the Parent Business or the Parent Assets. Notwithstanding the foregoing, no Liability of a MLP Entity or MVP shall be considered a Parent Liability for purposes of this Agreement.

2.4 Approvals and Notifications .

(a) Approvals and Notifications for SpinCo Assets . To the extent that the transfer or assignment of any SpinCo Asset, the assumption of any SpinCo Liability, the Separation, or the External Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and SpinCo, neither Parent, SpinCo nor any member of their respective Groups shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) Delayed SpinCo Transfers . If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo Asset or assumption by the SpinCo Group of any SpinCo Liability in connection with the Separation or the External

Distribution would be a violation of applicable Law or require any Approvals or Notifications that have not been obtained or made by the Effective Time then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the SpinCo Group of such SpinCo Assets or the assumption by the SpinCo Group of such SpinCo Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such SpinCo Assets or SpinCo Liabilities shall continue to constitute SpinCo Assets and SpinCo Liabilities for all other purposes of this Agreement.

(c) Treatment of Delayed SpinCo Assets and Delayed SpinCo Liabilities . If any transfer or assignment of any SpinCo Asset (or a portion thereof) or any assumption of any SpinCo Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated at or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason (any such SpinCo Asset (or a portion thereof), a “ Delayed SpinCo Asset ” and any such SpinCo Liability (or a portion thereof), a “ Delayed SpinCo Liability ”), then, insofar as reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed SpinCo Asset or such Delayed SpinCo Liability, as the case may be, shall thereafter hold such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto). In addition, the member of the Parent Group retaining such Delayed SpinCo Asset or such Delayed SpinCo Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed SpinCo Asset or Delayed SpinCo Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such Delayed SpinCo Asset is to be transferred or assigned, or which will assume such Delayed SpinCo Liability, as the case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo Asset or Delayed SpinCo Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time (or, in the case of any such Delayed SpinCo Asset or Delayed SpinCo Liability intended to be transferred to, or assigned or assumed by, as the case may be, SpinCo pursuant to the First Contribution on or prior to the Internal Distribution Date, from and after the Internal Distribution Date) to the SpinCo Group.

(d) Transfer of Delayed SpinCo Assets and Delayed SpinCo Liabilities . If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed SpinCo Asset or the deferral of assumption of any Delayed SpinCo Liability pursuant to Section 2.4(b) , are obtained or made, and, if and when any other legal impediments to the transfer or assignment of any Delayed SpinCo Asset or the assumption of any Delayed SpinCo Liability have been removed, the transfer or assignment of the applicable Delayed SpinCo Asset or the assumption of the applicable Delayed SpinCo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e) Costs for Delayed SpinCo Assets and Delayed SpinCo Liabilities . Any member of the Parent Group retaining a Delayed SpinCo Asset or Delayed SpinCo Liability due to the deferral of the transfer or assignment of such Delayed SpinCo Asset or the deferral of the assumption of such Delayed SpinCo Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by SpinCo or the member of the SpinCo Group entitled to the Delayed SpinCo Asset or Delayed SpinCo Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by SpinCo or the member of the SpinCo Group entitled to such Delayed SpinCo Asset or Delayed SpinCo Liability.

(f) Approvals and Notifications for Parent Assets . To the extent that the transfer or assignment of any Parent Asset, the assumption of any Parent Liability, the Separation or the External Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and SpinCo, neither Parent, SpinCo nor any member of their respective Groups shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(g) Delayed Parent Transfers . If and to the extent that the valid, complete and perfected transfer or assignment to the Parent Group of any Parent Asset or assumption by the Parent Group of any Parent Liability in connection with the Separation or the External Distribution would be a violation of applicable Law or require any Approvals or Notifications that have not been obtained or made by the Effective Time then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the Parent Group of such Parent Assets or the assumption by the Parent Group of such Parent Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such Parent Assets or Parent Liabilities shall continue to constitute Parent Assets and Parent Liabilities for all other purposes of this Agreement.

(h) Treatment of Delayed Parent Assets and Delayed Parent Liabilities . If any transfer or assignment of any Parent Asset (or a portion thereof) or any assumption of any Parent Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated at or prior to the Effective Time whether as a result of the provisions of Section 2.4(g) or for any other reason (any such Parent Asset (or a portion thereof), a “ Delayed Parent Asset ” and any such Parent Liability (or a portion thereof), a “ Delayed Parent Liability ”), then, insofar as reasonably possible and subject to applicable Law, the member of the SpinCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability, as the case may be, shall thereafter hold such Delayed Parent Asset or Delayed Parent Liability, as the case may be, for the use and benefit of the member of the Parent Group entitled thereto (at the expense of the member of the Parent Group entitled thereto). In addition, the member of the SpinCo Group retaining such Delayed Parent Asset or such Delayed Parent

Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Parent Asset or Delayed Parent Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the Parent Group to which such Delayed Parent Asset is to be transferred or assigned, or which will assume such Delayed Parent Liability, as the case may be, in order to place such member of the Parent Group in a substantially similar position as if such Delayed Parent Asset or Delayed Parent Liability had been transferred, assigned or assumed and so that all the benefits and burdens relating to such Delayed Parent Asset or Delayed Parent Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed Parent Asset or Delayed Parent Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time (or, in the case of any such Delayed Parent Asset or Delayed Parent Liability intended to be transferred to, or assigned or assumed by, as the case may be, Parent pursuant to the First Contribution on or prior to the Internal Distribution Date, from and after the Internal Distribution Date) to the Parent Group.

(i) Transfer of Delayed Parent Assets and Delayed Parent Liabilities . If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed Parent Asset or the deferral of assumption of any Delayed Parent Liability pursuant to Section 2.4(g) , are obtained or made, and, if and when any other legal impediments to the transfer or assignment of any Delayed Parent Asset or the assumption of any Delayed Parent Liability have been removed, the transfer or assignment of the applicable Delayed Parent Asset or the assumption of the applicable Delayed Parent Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(j) Costs for Delayed Parent Assets and Delayed Parent Liabilities . Any member of the SpinCo Group retaining a Delayed Parent Asset or Delayed Parent Liability due to the deferral of the transfer or assignment of such Delayed Parent Asset or the deferral of the assumption of such Delayed Parent Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Parent or the member of the Parent Group entitled to the Delayed Parent Asset or Delayed Parent Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Parent or the member of the Parent Group entitled to such Delayed Parent Asset or Delayed Parent Liability.

2.5 Novation of Liabilities .

(a) Novation of SpinCo Liabilities.

otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent, SpinCo nor any member of their respective Groups shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.

(ii) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “ Unreleased SpinCo Liability ”), SpinCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased SpinCo Liabilities from and after the Effective Time and (B) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Liabilities without exchange of further consideration.

(b) Novation of Parent Liabilities.

(i) Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Parent Liabilities and obtain in writing the unconditional release of each member of the SpinCo Group that is a party to any such arrangements, so that, in any such case, the members of the Parent Group shall be solely responsible for such Parent Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent, SpinCo nor any member of their respective Groups shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.

(ii) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the SpinCo Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “ Unreleased Parent Liability ”), Parent shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the SpinCo Group, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the SpinCo Group that constitute Unreleased Parent Liabilities from and after the Effective Time and (B) use its commercially reasonable efforts to effect such payment,

performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the SpinCo Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Parent Liabilities shall otherwise become assignable or able to be novated, SpinCo shall promptly assign, or cause to be assigned, and Parent or the applicable Parent Group member shall assume, such Unreleased Parent Liabilities without exchange of further consideration.

2.6 Release of Guarantees . In furtherance of, and not in limitation of, the obligations set forth in Section 2.5 :

(a) At or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability to the extent that they relate to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that they relate to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability.

(b) To the extent required to obtain a release from a guarantee of:

(i) any member of the Parent Group, SpinCo shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which SpinCo would be reasonably unable to comply or (B) which SpinCo would not reasonably be able to avoid breaching; and

(ii) any member of the SpinCo Group, Parent shall execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Parent would be reasonably unable to comply or (B) which Parent would not reasonably be able to avoid breaching.

(c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6 , (A) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and

shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (B) each of Parent and SpinCo, on behalf of itself and the other members of their respective Group, agree not to renew or extend the term of, increase any obligations under, or transfer to, a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

2.7 Termination of Agreements .

(a) Except as set forth in Section 2.7(b) , in furtherance of the releases and other provisions of Section 4.1 , SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any other member of the SpinCo Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c) ; and (v) any Shared Contracts.

(c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

2.8 Treatment of Shared Contracts .

(a) Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1 , unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are

expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any Contract, a portion of which is a SpinCo Contract, but the remainder of which is a Parent Asset (any such Contract, a “ Shared Contract ”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, at or after the Effective Time, so that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided , however , that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the SpinCo Group or the Parent Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the SpinCo Business or the Parent Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.8 , and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8 .

(b) Each of Parent and SpinCo shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of its Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

(c) Nothing in this Section 2.8 shall require any member of any Group to make any non- de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any non- de minimis obligation or grant any non- de minimis concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.8 .

2.9 Bank Accounts; Cash Balances .

(a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account owned by SpinCo or any other member of the SpinCo Group (collectively, the “ SpinCo Accounts ”) and all Contracts governing each bank or brokerage account owned by Parent or any other member of the Parent Group

(collectively, the “ Parent Accounts ”) so that each such SpinCo Account and Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ Linked ”) to any Parent Account or SpinCo Account, respectively, is de-Linked from such Parent Account or SpinCo Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a) , there will be in place a cash management process pursuant to which the SpinCo Accounts will be managed and funds collected will be transferred into one or more accounts maintained by SpinCo or a member of the SpinCo Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a) , there will continue to be in place a cash management process pursuant to which the Parent Accounts will be managed and funds collected will be transferred into one or more accounts maintained by Parent or a member of the Parent Group.

(d) With respect to any outstanding checks issued or payments initiated by Parent, SpinCo, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(e) As between Parent and SpinCo (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or a member of its Group) that relate to a business, Asset or Liability of the other Party (or a member of its Group), shall be held by such first Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such first Party of any such payment or reimbursement, such first Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off. Without limiting the generality of the foregoing, the applicable members of the SpinCo Group shall promptly pay over to Parent any distribution with respect to limited partner interests in EQGP Holdings, LP or in EQM Midstream Partners, LP that is declared prior to the Effective Time and paid after the Effective Time.

2.10 Ancillary Agreements . Effective at or prior to the Effective Time, each of Parent and SpinCo will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it is a party.

2.11 Disclaimer of Representations and Warranties . EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT

OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12 Financial Information Certifications . Parent’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are, as of the date hereof, applicable to SpinCo as a Subsidiary of Parent. In order to enable the principal executive officer and principal financial officer of SpinCo to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002 following the External Distribution in respect of any quarterly or annual fiscal period of SpinCo that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “ Straddle Period ”), Parent, on or before the date that is ten (10) days prior to the latest date on which SpinCo may file the periodic report pursuant to Section 13 of the Exchange Act for any such Straddle Period (not taking into account any possible extensions), shall provide SpinCo with one or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall (x) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (y) be in substantially the same form as those that had been provided by officers or employees of Parent in similar certifications delivered prior to the Distribution Date, with such changes thereto as Parent may reasonably determine. Such certification(s) shall be provided by Parent (and not by any officer or employee in their individual capacity).

2.13 Plan of Reorganization . Parent, EPC and SpinCo hereby adopt this Agreement (including the Separation Step Plan) as a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations promulgated thereunder. EPC hereby covenants and agrees to take such actions as directed by Parent pursuant to this Agreement (including the Separation Step Plan) in furtherance of the Separation, including effecting the First Contribution, the Internal Distribution and the other actions and transactions to be taken by it, in each case, in accordance with the Separation Step Plan.

ARTICLE III
THE EXTERNAL DISTRIBUTION

3.1 Sole and Absolute Discretion; Cooperation .

(a) Parent shall, in its sole and absolute discretion, determine the terms of the External Distribution, including the form, structure and terms of any transaction(s) or offering(s) to effect the External Distribution and the timing and conditions to the consummation of the External Distribution. In addition, Parent may, at any time and from time to time until the consummation of the External Distribution, modify or change the terms of the External Distribution, including by accelerating or delaying the timing of the consummation of all or part of the External Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the External Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX .

(b) SpinCo shall cooperate with Parent to accomplish the External Distribution and shall, at Parent’s direction, promptly take any and all actions necessary or desirable to effect the External Distribution, including in respect of the registration under the Exchange Act of SpinCo Shares on the Form 10. Parent shall select any investment bank or manager in connection with the External Distribution, as well as any financial printer, solicitation or exchange agent and financial, legal, accounting and other advisors for Parent. SpinCo and Parent, as the case may be, will provide to the Agent any information required in order to complete the External Distribution.

3.2 Actions Prior to the External Distribution . Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the External Distribution:

(a) Notice to NYSE . Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) SpinCo Articles of Incorporation and SpinCo Bylaws . On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles of Incorporation and the SpinCo Bylaws shall become the articles of incorporation and bylaws, respectively, of SpinCo.

(c) SpinCo Directors and Officers . On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; (ii) each individual referred to in the foregoing clause (i) shall have resigned from his or her position, if any, as a member of the Parent Board or as an executive officer of Parent; and (iii) SpinCo shall have such other officers as SpinCo shall appoint.

(d) NYSE Listing . SpinCo shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the SpinCo Shares to be distributed in the External Distribution on the NYSE, subject to official notice of distribution.

(e) Securities Law Matters . SpinCo shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Parent and SpinCo shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and SpinCo will prepare, and SpinCo will, to the extent required under applicable Law, file with the SEC, any such documentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the External Distribution, and Parent and SpinCo shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the External Distribution.

(f) Availability of Information Statement . Parent shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the Parent Board has approved the External Distribution, cause the Information Statement to be made available to the Record Holders.

(g) The Distribution Agent . Parent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the External Distribution.

(h) Stock-Based Employee Benefit Plans . Parent and SpinCo shall take all actions as may be necessary to approve any grants of equity awards by Parent (in respect of Parent Shares) and SpinCo (in respect of SpinCo Shares) in connection with the External Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

3.3 Conditions to the External Distribution .

(a) The consummation of the External Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

(i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.

(ii) The Information Statement shall have been made available to the Record Holders.

(iii) Parent shall have received (A) a private letter ruling from the IRS, acceptable to Parent in form and substance in Parent’s sole discretion, regarding the qualification of the External Distribution, together with certain related transactions, as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code and certain other U.S. federal income tax matters relating to the Separation and the External Distribution, which shall not have been

revoked or modified in any material respect and (B) an opinion from Wachtell, Lipton, Rosen & Katz, acceptable to Parent in form and substance in Parent’s sole discretion, with respect to certain tax matters relating to the qualification of the External Distribution, together with certain related transactions, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code.

(iv) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions, at the time or times requested by the Parent Board, confirming the solvency and financial viability of Parent prior to the External Distribution and of Parent and SpinCo after consummation of the External Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded.

(v) The transfer of the SpinCo Assets (other than any Delayed SpinCo Asset) and SpinCo Liabilities (other than any Delayed SpinCo Liability) contemplated to be transferred from Parent to SpinCo at or prior to the Effective Time shall have occurred as contemplated by Section 2.1 , and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1 , in each case pursuant to the Separation Step Plan.

(vi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority.

(vii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.

(viii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the External Distribution or any of the transactions related thereto shall be in effect.

(ix) The SpinCo Shares to be distributed to the Parent shareholders in the External Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.

(x) No other events or developments shall exist or shall have occurred that, in the judgment of the Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the External Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement.

(b) The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX .

Any determination made by the Parent Board prior to the External Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

3.4 The External Distribution .

(a) Subject to Section 3.3 , at or prior to the Effective Time, SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Shares as is necessary to effect the External Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates in respect of the SpinCo Shares. The External Distribution shall be effective at the Effective Time.

(b) Subject to Sections 3.3 and 3.4(c) , each Record Holder will be entitled to receive in the External Distribution a number of whole SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number.

(c) No fractional shares will be distributed or credited to book-entry accounts in connection with the External Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder of SpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c) , would be entitled to receive a fractional share interest of a SpinCo Share pursuant to the External Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional SpinCo Shares sold in accordance with this Section 3.4(c) . Neither Parent, SpinCo nor any member of their respective Groups will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d) , the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(d) Any SpinCo Shares or cash in lieu of fractional shares with respect to SpinCo Shares that remain unclaimed by any Record Holder one hundred eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo or its transfer agent on its behalf shall hold such SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto.

(e) Until the SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Shares as record holders of SpinCo Shares in accordance with the terms of the External Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the SpinCo Shares then held by such holder.

ARTICLE IV
MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-External Distribution Claims .

(a) SpinCo Release of Parent. Except as provided in Sections 4.1(c) , effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or another member of the SpinCo Group, in each case from: (A) all SpinCo Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the External Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities.

(b) Parent Release of SpinCo. Except as provided in Sections 4.1(c) effective as of the Effective Time, Parent does hereby, for itself and each other member

of the Parent Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members of the SpinCo Group and their respective successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from (A) all Parent Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the External Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Parent Business, the Parent Assets or the Parent Liabilities.

(c) Obligations Not Affected. Nothing contained in Section 4.1(a) or 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or 4.1(b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the Parent Group or any members of the SpinCo Group that is specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, or any other Liability specified in Section 2.7(b) as not to terminate as of the Effective Time;

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement, any Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1 .

In addition, nothing contained in Section 4.1(a) shall release any member of the Parent Group from honoring its existing obligations to indemnify any director, officer or employee of SpinCo who was a director, officer or employee of any member of the Parent Group at or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a SpinCo Liability, SpinCo shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV .

(d) No Claims. SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a) , with respect to any Liabilities released pursuant to Section 4.1(a) . Parent shall not make, and shall not permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 4.1(b) , with respect to any Liabilities released pursuant to Section 4.1(b) .

(e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1 .

4.2 Indemnification by SpinCo . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Parent Indemnitees ”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any SpinCo Liability;

(b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, at or after the Effective Time;

(d) except to the extent it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement,

arrangement, commitment or understanding for the benefit of any member of the SpinCo Group by any member of the Parent Group that survives following the External Distribution; and

4.3 Indemnification by Parent . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ SpinCo Indemnitees ”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Parent Liability;

(b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, at or after the Effective Time;

(d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the External Distribution; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “ Indemnitee ”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in, or Taxes imposed with respect to, the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” ( i.e. , a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV . Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) The Parties intend that (i) any Liability subject to indemnification pursuant to this Agreement shall be increased to take into account any Taxes imposed on the Indemnitee (or any of its Affiliates) with respect to the receipt or accrual of an Indemnity Payment in respect of such Liability pursuant to and in accordance with Section 13.02 of the Tax Matters Agreement and (ii) Section 6.01(b) of the Tax Matters Agreement shall apply with respect to any Tax benefit Actually Realized by an Indemnitee (or any of its Affiliates) as a result of incurring a Liability subject to indemnification pursuant to this Agreement.

4.5 Procedures for Indemnification of Third-Party Claims .

(a) Notice of Claims. If, at or following the Effective Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the SpinCo Group of any claim or of the commencement by any such Person of any Action (collectively, a “ Third-Party Claim ”) with respect to which such Indemnitee may seek indemnification hereunder or under any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a) .

(b) Control of Defense. An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true in all material respects, the Indemnifying Party shall indemnify the Indemnitee for any such Liabilities to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a) , then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. If an Indemnifying Party has failed to assume the defense of such Third-Party Claim in accordance with this clause (b), it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of

the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(c) Allocation of Defense Costs . If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If (i) an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 4.5(a) , (ii) the Indemnitee conducts and controls the defense of such Third-Party Claim and (iii) the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.8 and 6.9 , such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate or in the event that any Third-Party Claim seeks equitable relief which would restrict or limit the future conduct of any Indemnitee’s business or operations, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and in such case the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 4.5(b) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article IV shall be binding on the Indemnitees, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third-Party Claim without the written consent (which consent may not be unreasonably withheld) of the Indemnitee unless such settlement (i) completely, unconditionally and irrevocably releases such Indemnitee for all Liabilities in

connection with such Third-Party Claim, (ii) provides relief consisting solely of money damages that are fully payable or borne by the Indemnifying Party and (iii) does not involve any admission, finding or determination of wrongdoing or violation of Law by such Indemnitee. The Parties hereby agree that if an Indemnifying Party presents the Indemnitee with a written notice containing a proposal to settle or compromise a Third-Party Claim for which such Indemnitee is seeking to be indemnified hereunder and such Indemnitee does not respond in any manner to such Indemnifying Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then such Indemnitee shall be deemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Governs. The above provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes (it being understood and agreed that Taxes and Tax matters shall be governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

4.6 Additional Matters .

(a) Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within forty-five (45) days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article IV ) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge of any Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII , be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c) Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e) Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth, and subject to the limitations set forth, in Section 4.5 and this Section 4.6 , and the Indemnifying Party shall fully indemnify the named defendant against all Liabilities related to such Action.

4.7 Right of Contribution .

(a) Contribution. If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7 : (i) any fault associated with the business conducted with the Delayed SpinCo Assets or Delayed SpinCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Parent Group) or with the ownership, operation or activities of the SpinCo Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (ii) any fault associated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be

deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Parent Business prior to the Effective Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

4.8 Covenant Not to Sue . Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement or the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement or the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.9 Remedies Cumulative . The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VII , shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

4.10 Survival of Indemnities . The rights and obligations of each of Parent and SpinCo and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

ARTICLE V
CERTAIN OTHER MATTERS

5.1 Insurance Matters .

(a) Parent and SpinCo agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall Parent, any other member of the Parent Group or any Parent Indemnitee have Liability or obligation whatsoever to any member of the SpinCo Group in the event that any Policies or insurance policy-related contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the SpinCo Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.

(b) Except as provided on Schedule 5.1(b), from and after the Effective Time, with respect to any Liability incurred prior to the Effective Time by any member of the SpinCo

Group, Parent will provide SpinCo with access to, and SpinCo may make claims under, Parent’s insurance policies in place immediately prior to the Effective Time (and any extended reporting for claims made policies) and Parent’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the SpinCo Group or the SpinCo Business prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms, conditions and exclusions of such insurance policies, including but not limited to any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions:

(i) SpinCo shall notify Parent, as promptly as practicable, of any claim made by SpinCo pursuant to this Section 5.1(b) ;

(ii) SpinCo and the members of the SpinCo Group shall indemnify, hold harmless and reimburse Parent and the members of the Parent Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by Parent or any members of the Parent Group to the extent resulting from any access to, or any claims made by SpinCo or any other members of the SpinCo Group under, any insurance provided pursuant to this Section 5.1(b) , whether such claims are made by SpinCo, its employees or third Persons; and

(iii) SpinCo shall exclusively bear (and neither Parent nor any members of the Parent Group shall have any obligation to repay or reimburse SpinCo or any member of the SpinCo Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by SpinCo or any member of the SpinCo Group under the policies as provided for in this Section 5.1(b) . In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the SpinCo Group, on the one hand, and the Parent Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Parent’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the Parent Group or the SpinCo Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Parent’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, a Party may elect not to reinstate the policy aggregate. In the event that a Party elects not to reinstate the policy aggregate, it shall provide prompt written notice to the other Party. A Party which elects to reinstate the policy aggregate shall be responsible for all reinstatement premiums and other costs associated with such reinstatement.

(iv) In the event that any member of the Parent Group incurs any Liability prior to or in respect of the period prior to the Effective Time for which such member of the Parent Group is entitled to coverage under SpinCo’s third-party insurance policies, the same process pursuant to this Section 5.1(b) shall apply, substituting

“Parent” for “SpinCo” and “SpinCo” for “Parent”, including for purposes of the first sentence of Section 5.1(e) .

(c) Except as provided in Section 5.1(b) or Schedule 5.1(c) , from and after the Effective Time, neither SpinCo nor any member of the SpinCo Group shall have any rights to or under any of the insurance policies of Parent or any other member of the Parent Group. At the Effective Time, SpinCo shall have in effect all insurance programs required to comply with SpinCo’s contractual obligations and such other Policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to SpinCo’s.

(d) Neither SpinCo nor any member of the SpinCo Group, in connection with making a claim under any Policies of Parent or any member of the Parent Group pursuant to this Section 5.1 , shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between Parent or any member of the Parent Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by Parent or any member of the Parent Group under the applicable Policies; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Parent or any member of the Parent Group under the applicable Policies.

(e) All payments and reimbursements by SpinCo pursuant to this Section 5.1 will be made within forty-five (45) days after SpinCo’s receipt of an invoice therefor from Parent. Parent shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any SpinCo Liabilities or claims SpinCo has made or could make in the future, and no member of the SpinCo Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Parent’s insurers with respect to any of Parent’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. SpinCo shall cooperate with Parent and share such information as is reasonably necessary in order to permit Parent to manage and conduct its insurance matters as Parent deems appropriate. Parent shall use commercially reasonable efforts to obtain extended reporting for any claims made Policies or portions of Policies with claims made coverage features for acts or omissions by any member of the SpinCo Group incurred prior to the Effective Time. For the avoidance of doubt, each Party and any member of its applicable Group has the sole right to settle or otherwise resolve third-party claims made against it or any member of its applicable Group covered under an applicable Policy.

(f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Parent Group in respect of any Policy or any other contract or policy of insurance.

(g) SpinCo does hereby, for itself and each other member of the SpinCo Group, agree that no member of the Parent Group shall have any Liability whatsoever as a result

of the insurance policies and practices of Parent and the members of the Parent Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

5.2 Late Payments . Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within forty-five (45) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus two percent (2%).

5.3 Treatment of Payments for Tax Purposes . For all applicable income Tax purposes, the Parties agree to treat any payment required by this Agreement as set forth in Section 13.01 of the Tax Matters Agreement.

5.4 Inducement . SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the External Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV .

5.5 Post-Effective Time Conduct . The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV ) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party or another member of the other Party’s Group.

5.6 SpinCo Group’s Use of Parent Name and Parent Marks . During the period commencing at the Effective Time and ending on the first anniversary of the Distribution Date, SpinCo and the other members of the SpinCo Group may continue to use signage bearing the Parent Name and Parent Marks as of the Effective Time; provided that (i) such use is in a manner materially consistent with the use of such signage immediately prior to the Effective Time and (ii) during such period, SpinCo shall (and shall cause each other member of the SpinCo Group to) use commercially reasonable efforts to phase out its use of the Parent Name and Parent Marks on such signage as soon as reasonably practicable. To the extent that any goodwill arises from the use by SpinCo or any other member of the SpinCo Group of the Parent Name and Parent Marks, all such goodwill shall inure to the sole benefit of the Parent Group.

ARTICLE VI
EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information .

(a) Subject to Section 6.10 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, at or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such Information relates to the SpinCo Business, or any SpinCo Asset or SpinCo Liability, if SpinCo is the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party; (ii) such Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided , however , that, in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Information, violate any applicable Law or Contract, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4 .

(b) Without limiting the generality of the foregoing, until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Securities Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

6.2 Ownership of Information . The provision of any Information pursuant to Section 6.1 or Section 6.8 shall not affect the ownership of such Information (which shall be

determined solely in accordance with the terms of this Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such Information.

6.3 Compensation for Providing Information . The Party requesting Information agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

6.4 Record Retention . To facilitate the possible exchange of Information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own Information, to retain all Information in their respective possession or control at the Effective Time in accordance with the policies of Parent as in effect at the Effective Time or such other policies as may be adopted by Parent after the Effective Time, to the extent such policies are provided to SpinCo. Notwithstanding the foregoing, Article 9 of the Tax Matters Agreement will govern the retention of Tax related records, and Section 8.01 of the Employee Matters Agreement will govern the retention of employment and benefits related records.

6.5 Copy of SpinCo Information . The Parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, from and after the Effective Time, Parent may retain an original or copy of any and all of the Information included in the SpinCo Assets.

6.6 Limitations of Liability . Neither Party shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith or willful misconduct by the Party providing such Information. Neither Party shall have any Liability to any other Party if any Information is destroyed after compliance with the provisions of Section 6.4 .

6.7 Other Agreements Providing for Exchange of Information .

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement.

(b) Any Party that receives, pursuant to a request for Information in accordance with this Article VI , Tangible Information that is not relevant to its request shall (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible

Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

6.8 Production of Witnesses; Records; Cooperation .

(a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b) If an Indemnifying Party chooses to defend or seek to compromise or settle any Third-Party Claim, the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise and shall otherwise cooperate in such defense, settlement or compromise.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

(d) Without limiting any provision of this Section 6.8 , each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect to any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property of a third Person in a manner that would hamper or undermine the defense of such infringement or similar claim.

(e) The obligation of the Parties to provide witnesses pursuant to this Section 6.8 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses directors, officers, employees, other personnel and agents without regard to whether such person could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.8(a) ).

6.9 Privileged Matters .

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Parent Group and the SpinCo Group, and that each of the members of the Parent Group and the SpinCo Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges that may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Parent Group or the SpinCo Group, as the case may be. In furtherance of the foregoing, each Party shall authorize the delivery to or retention by the other Party of materials existing as of the Effective Time that are necessary for such other Party to perform such services.

(b) The Parties agree as follows:

(i) Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Parent Business and not to the SpinCo Business, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the SpinCo Group. Parent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Parent Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the SpinCo Group.

(ii) SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the SpinCo Business and not to the Parent Business, whether or not the Privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Parent Group. SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any SpinCo Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Parent Group.

(iii) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the Parent Business, solely to the SpinCo Business, or to both the Parent Business and the SpinCo Business.

(c) Subject to the remaining provisions of this Section 6.9 , the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.9(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement (“Shared Privileges”), and that no such Shared Privilege may be waived by either Party without the consent of the other Party.

(d) If any Dispute arises between the Parties or any members of their respective Groups regarding whether a Shared Privilege should be waived to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of such Shared Privilege for any purpose except in good faith to protect its own legitimate interests.

(e) In the event of any Dispute between Parent and SpinCo, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a Shared Privilege, without obtaining consent pursuant to Section 6.9(c) ; provided that the Parties intend such waiver of a Shared Privilege to be effective only as to the use of information with respect to the Action between the Parties or the applicable members of their respective Groups, and is not intended to operate as a waiver of the Shared Privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a Shared Privilege or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.9 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any Information pursuant to this Agreement is made in reliance on the agreement of Parent and SpinCo set forth in this Section 6.9 and in Section 6.10 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their

respective Groups as needed pursuant to this Agreement, is not intended to be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h) In connection with any matter contemplated by Section 6.8 or this Section 6.9 , the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense or common interest agreements where necessary or useful for this purpose.

6.10 Confidentiality .

(a) Confidentiality. Subject to Section 6.11 , from and after the Effective Time until the three (3)-year anniversary of the Effective Time, each of Parent and SpinCo, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves known by such Party (or any member of such Party’s Group) to be bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.10(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.11 . Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, and is no longer subject to any legal hold or other document preservation obligation, each Party will promptly

after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that the Parties may retain electronic back-up versions of such information maintained on routine computer system backup tapes, disks or other backup storage devices; provided further , that any such information so retained shall remain subject to the confidentiality provisions of this Agreement or any such Ancillary Agreement.

(c) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or legally protected personal information relating to, Third Parties (i) that was received under privacy policies or confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such other Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the two Parties, was originally collected by the other Party or members of such other Party’s Group and that may be subject to and protected by privacy policies, as well as privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or legally protected personal information relating to, Third Parties in accordance with privacy policies and privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

(d) Transition Services Agreement. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that any confidential or propriety information provided by any Party, a member of its Group or any of its Representatives to the other Party, a member of its Group or any of its Representatives pursuant to the terms and conditions of the Transition Services Agreement shall be held and treated in accordance with the terms and conditions of the Transition Services Agreement in lieu of this Section 6.10 .

6.11 Protective Arrangements . If a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. If such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental

Authority , and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case, to the extent legally permitted.

ARTICLE VII
DISPUTE RESOLUTION

7.1 Good Faith Officer Negotiation . Subject to Section 7.3 , either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (including regarding whether any Assets are SpinCo Assets or any Liabilities are SpinCo Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “ Dispute ”), shall provide written notice thereof to the other Party (the “ Officer Negotiation Request ”). Within thirty (30) days of the delivery of the Officer Negotiation Request, the Parties shall attempt to resolve the Dispute through good faith negotiation. All such negotiations shall be conducted by executives who hold, at a minimum, the title of Vice President and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

7.2 Arbitration .

(a) If a Dispute has not been resolved within thirty (30) days of the receipt of an Officer Negotiation Request in accordance with Section 7.1 , or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “ Arbitration Request ”) be submitted to be finally resolved by binding arbitration in accordance with the then current International Institute for Conflict Prevention and Resolution (“ CPR ”) arbitration procedure, except as modified herein. The arbitration shall be held in (i) Pittsburgh, Pennsylvania or (ii) such other place as the Parties may mutually agree upon in writing. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.2 will be decided (A) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10 million; or (B) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $10 million or more.

(b) The panel of three (3) arbitrators will be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party will name an arbitrator; and (ii) the two (2) Party-appointed arbitrators will thereafter, within thirty (30) days from the date on which the second of the two (2) arbitrators was named, name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the CPR arbitration procedure. In the event that the two (2) Party-appointed arbitrators fail to appoint the third within thirty (30) days from the date on which the second of the two (2) arbitrators was named, then the third, independent arbitrator will be appointed pursuant to the CPR arbitration procedure. If the arbitration will be before a sole

independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15) day period, then upon written application by either party, the sole independent arbitrator will be appointed pursuant to the CPR arbitration procedure.

(c) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief that it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) will not award any relief not specifically requested by the Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other (other than any such damages to the extent awarded to a Third Party with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.3 , the arbitrator(s) may affirm or disaffirm that relief, and the Parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of arbitration pursuant to this Article VII will toll the applicable statute of limitations for the duration of any such proceedings.

7.3 Litigation and Unilateral Commencement of Arbitration . Notwithstanding the foregoing provisions of this Article VII , (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 7.1 and Section 7.2 if such action is reasonably necessary to avoid irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Section 7.1 or Section 7.2 if such Party has submitted an Officer Negotiation Request, or an Arbitration Request and the other Party has failed to comply with Section 7.1 or Section 7.2 in good faith with respect to such negotiation or the commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the CPR arbitration procedure.

7.4 Conduct During Dispute Resolution Process . Unless otherwise agreed upon in writing, the Parties shall, and shall cause the respective members of their Groups to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII .

ARTICLE VIII
FURTHER ASSURANCES AND ADDITIONAL COVENANTS

8.1 Further Assurances .

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, at and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and

agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, at and after the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the SpinCo Assets and the Parent Assets and the assignment and assumption of the SpinCo Liabilities and the Parent Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, and without limiting Section 2.11, each Party will, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) At or prior to the Effective Time, Parent and SpinCo in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions that are reasonably necessary or desirable to be taken by Parent, SpinCo or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) Parent and SpinCo, and each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of SpinCo or any other member of the SpinCo Group, on the one hand, or of Parent or any other member of the Parent Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent that any Liability to any Governmental Authority or any third Person arises out of any action or inaction described in the foregoing clause (i) or (ii), the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability.

ARTICLE IX
TERMINATION

9.1 Termination . This Agreement and all Ancillary Agreements may be terminated and the External Distribution may be amended, modified or abandoned at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of

any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2 Effect of Termination . In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X
MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. This Agreement and the Ancillary Agreements together govern the arrangements in connection with the Separation and External Distribution and would not have been entered independently.

(c) Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and each other Party is executing certain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement or any Ancillary Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (PDF)) made in its respective

name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause each such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

10.2 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial . This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any Party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies. Subject to Article VII , each of the Parties, on behalf of itself and the members of its Group, hereby irrevocably (a) agrees that any Dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, (b) waives any claims of forum non conveniens and agrees to submit to the jurisdiction of such courts, (c) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 10.5 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts and (d) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

10.3 Assignability . Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided , however , that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement and the Ancillary Agreements in whole ( i.e. , the assignment of a Party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

10.4 Third-Party Beneficiaries . Except for the indemnification rights under this Agreement and each Ancillary Agreement of any Parent Indemnitee or SpinCo Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices . All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (“e-mail”), so long as confirmation of receipt of such facsimile or e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5 ):

If to Parent, to:

EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 553-5970
E-mail: JLushko@eqt.com

If to SpinCo (prior to the Effective Time), to:

Equitrans Midstream Corporation
c/o EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 553-5970
E-mail: JLushko@eqt.com

If to SpinCo (from and after the Effective Time), to:

Equitrans Midstream Corporation
625 Liberty Avenue, Suite 2000
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 904-1429
E-mail: RCWilliams@equitransmidstream.com

A Party may, by notice to the other Party, change the address to which such notices are to be given.

10.6 Severability . If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and

shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

10.7 Force Majeure . No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such Force Majeure, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 No Set-Off . Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s group shall have any right of set-off or other similar rights with respect to any amounts owed to the other Party or any member of its Group pursuant to this Agreement or any Ancillary Agreement on account of any obligation owed by such other Party or any member of its Group to the first Party or any member of its Group.

10.9 Expenses . Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all fees, costs and expenses incurred at or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement, including the Separation and the External Distribution, and any Ancillary Agreement, the Separation, the Form 10, the Separation Step Plan and the consummation of the transactions contemplated hereby and thereby will be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses. The Parties agree that certain specified costs and expenses shall be allocated between the Parties as set forth on Schedule 10.9.

10.10 Headings . The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

10.11 Survival of Covenants . Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the External Distribution and shall remain in full force and effect.

10.12 Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving

Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

10.13 Specific Performance . Subject to the provisions of Article VII , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.14 Amendments . No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

10.15 Interpretation . In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement and each Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendixes) to such agreement; (e) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States, Pittsburgh, Pennsylvania, or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; (j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (k) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to November 12, 2018.

10.16 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither SpinCo or any member of the SpinCo Group, on the one hand, nor Parent or any member of the Parent Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other (other than any such damages to the extent awarded to a Third Party with respect to a Third-Party Claim).

10.17 Performance . Parent will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Parent Group. SpinCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the SpinCo Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

10.18 Mutual Drafting . This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives as of the date first written above.

	EQT CORPORATION


	By:	/s/ Robert J. McNally
		Name: Robert J. McNally
		Title: Senior Vice President and Chief Financial Officer


	EQUITRANS MIDSTREAM CORPORATION


	By:	/s/ Thomas F. Karam
		Name: Thomas F. Karam
		Title: President and Chief Executive Officer

[Signature Page to Separation and Distribution Agreement]

	Solely for purposes of Section 2.13 :

	EQT PRODUCTION COMPANY

	By:	/s/ Erin R. Centofanti
		Name: Erin R. Centofanti
		Title: President

[Signature Page to Separation and Distribution Agreement]

Exhibit 2.2

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

EQT CORPORATION AND

EQUITRANS MIDSTREAM CORPORATION

DATED AS OF NOVEMBER 12, 2018

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1

Section 1.01.	Definitions	1

ARTICLE II SERVICES		5

Section 2.01.	Services	5
Section 2.02.	Performance of Services	6
Section 2.03.	Charges for Services	8
Section 2.04.	Reimbursement for Out-of-Pocket Costs and Expenses	8
Section 2.05.	Changes in the Performance of Services	8
Section 2.06.	Transitional Nature of Services	9
Section 2.07.	Subcontracting	9

ARTICLE III OTHER ARRANGEMENTS		9

Section 3.01.	Access	9

ARTICLE IV BILLING; TAXES		10

Section 4.01.	Procedure	10
Section 4.02.	Late Payments	11
Section 4.03.	Taxes	11
Section 4.04.	No Set-Off	11
Section 4.05.	Audit Rights	11

ARTICLE V TERM AND TERMINATION		11

Section 5.01.	Term	11
Section 5.02.	Early Termination	12
Section 5.03.	Interdependencies	12
Section 5.04.	Effect of Termination	13
Section 5.05.	Information Transmission	13

ARTICLE VI CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS		13

Section 6.01.	Parent and SpinCo Obligations	13
Section 6.02.	No Release; Return or Destruction	14
Section 6.03.	Privacy and Data Protection Laws	14
Section 6.04.	Protective Arrangements	14

ARTICLE VII LIMITED LIABILITY AND INDEMNIFICATION		15

Section 7.01.	Limitations on Liability	15

Section 7.02.	Obligation to Re-Perform; Liabilities	15
Section 7.03.	Third-Party Claims	16
Section 7.04.	Provider Indemnity	16
Section 7.05.	Indemnification Procedures	16

ARTICLE VIII TSA MANAGERS		16

Section 8.01.	TSA Managers	16

ARTICLE IX MISCELLANEOUS		17

Section 9.01.	Mutual Cooperation	17
Section 9.02.	Further Assurances	17
Section 9.03.	Audit Assistance	17
Section 9.04.	Title to Intellectual Property	17
Section 9.05.	Independent Contractors	17
Section 9.06.	Counterparts; Entire Agreement; Corporate Power	18
Section 9.07.	Governing Law	18
Section 9.08.	Assignability	19
Section 9.09.	Third-Party Beneficiaries	19
Section 9.10.	Notices	19
Section 9.11.	Severability	20
Section 9.12.	Force Majeure	20
Section 9.13.	Headings	21
Section 9.14.	Survival of Covenants	21
Section 9.15.	Waivers of Default	21
Section 9.16.	Dispute Resolution	21
Section 9.17.	Specific Performance	22
Section 9.18.	Amendments	22
Section 9.19.	Precedence of Schedules	22
Section 9.20.	Interpretation	22
Section 9.21.	Mutual Drafting	23

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of November 12, 2018 (this “ Agreement ”), is by and between EQT Corporation, a Pennsylvania corporation (“ Parent ”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“ SpinCo ”).

R E C I T A L S:

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the SpinCo Business from the Parent Business (the “ Separation ”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of 80.1% of the outstanding SpinCo Shares owned by Parent (the “ External Distribution ”);

WHEREAS, in order to effectuate the Separation and the External Distribution, Parent and SpinCo have entered into a Separation and Distribution Agreement, dated as of November 12, 2018 (the “ Separation and Distribution Agreement ”);

WHEREAS, in order to facilitate and provide for an orderly transition in connection with the Separation and the External Distribution, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide Services to the other Party for a transitional period; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation and Distribution Agreement, and the other Ancillary Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation and External Distribution, are being entered together, and would not have been entered independently.

ARTICLE I
DEFINITIONS

Section 1.01. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

“ Affiliate ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Ancillary Agreements ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Confidential Information ” shall mean all Information that is either confidential or proprietary.

“ Contract ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Date ” shall mean the date of the consummation of the External Distribution, which shall be determined by the Parent Board in its sole and absolute discretion.

“ Effective Time ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, wars, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failures in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including

any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Losses ” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Parent Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent Shares ” shall mean the shares of common stock, without par value, of Parent.

“ Parties ” shall mean the parties to this Agreement.

“ Prime Rate ” shall mean the rate that Bloomberg displays as “Prime Rate by Country, United States” or “Prime Rate By Country US-BB Comp” at http://www.bloomberg.com/quote/PRIME:IND or on a Bloomberg terminal at PRIMBB Index.

“ Provider ” shall mean, with respect to any Service, the Party providing such Service hereunder.

“ Recipient ” shall mean, with respect to any Service, the Party receiving such Service hereunder.

“ Record Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ Service Period ” shall mean, with respect to any Service, the period commencing at the Effective Time or such other later time specified for the start of such Service on the Schedules hereto and ending on the earliest of (a) the date that a Party terminates the provision of such Service pursuant to Section 5.02 , (b) the date that is the one year anniversary of the Distribution Date, and (c) the date specified for termination of such Service on the Schedules hereto.

“ SpinCo Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Shares ” shall mean the shares of common stock, without par value, of SpinCo.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, fifty percent (50%) or more of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Tax ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Authority ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement to be entered into by and among Parent, EQT Production Company, a Pennsylvania corporation, and SpinCo in connection with the Separation, the External Distribution or the other transactions contemplated by the Separation and Distribution Agreement.

“ Termination Charges ” shall mean, with respect to the termination of any Service pursuant to Section 5.02(a)(i) , any and all costs, fees and expenses (other than any severance or retention costs, unless otherwise specified with respect to a particular Service on the Schedules hereto or in the other Ancillary Agreements) payable by the Provider of such Service to a Third Party directly as a result of the early termination of such Service; provided , however , that the Provider shall use commercially reasonable efforts to minimize any costs, fees or expenses payable to any Third Party in connection with such early termination of such Service and credit any such reductions against the Termination Charges payable by the Recipient.

“ Third Party ” shall mean any Person other than the Parties or any of their respective Subsidiaries.

“ Third-Party Claim ” shall mean any Action commenced by any Third Party against any Party or any of its Affiliates.

In addition, for the purposes of this Agreement, the following terms shall have the meanings set forth in the Sections indicated:

Defined Terms		Sections

Additional Services		Section 2.01(b)
Agreement		Preamble
Charge		Section 2.03
Charges		Section 2.03
Dispute		Section 9.16
e-mail		Section 9.10
External Distribution		Recitals
Interest Payment		Section 4.02
Level of Service		Section 2.02(c)
Parent		Preamble
Parent Board		Recitals
Provider Indemnitees		Section 7.03
Recipient Indemnitees		Section 7.04
Separation		Recitals
Separation and Distribution Agreement		Recitals
Service Baseline Period		Section 2.02(c)
Services		Section 2.01(a)
SpinCo		Preamble
TSA Managers		Section 8.01

ARTICLE II
SERVICES

Section 2.01. Services .

(a) Commencing as of the Effective Time or, with respect to any Service, as of the later time specified for the start of such Service on the Schedules hereto, the Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to the Recipient, or any Subsidiary of the Recipient, the applicable services (the “ Services ”) set forth on the Schedules hereto. Without limiting the generality of the foregoing, the Parties acknowledge and agree that Services may be provided hereunder to SpinCo or any of its Subsidiaries in its capacity as the operator of Mountain Valley Pipeline, LLC.

(b) After the date of this Agreement, if (i) (x) SpinCo identifies a service that Parent provided to SpinCo prior to the Distribution Date that SpinCo reasonably needs in order for the SpinCo Business to continue to operate in substantially the same manner in which the SpinCo Business operated prior to the Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), or (y) Parent identifies a service that SpinCo provided to Parent prior to the Distribution Date that Parent reasonably needs in order for the Parent Business to continue to operate in substantially the same manner in which the Parent Business operated prior to the Distribution Date, and such service was not included on the Schedules hereto (other than because the Parties agreed such service shall not be provided), and (ii) such Party provides written notice to the other Party within ninety (90) days after the Distribution Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested

additional services (such requested additional services, the “ Additional Services ”); provided , however , that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its or its Subsidiaries’ businesses; and provided , further , that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.01(b) , the Parties shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules hereto. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, no Services or Additional Services shall be provided under this Agreement after the date that is the one year anniversary of the Distribution Date.

(c) It is not the intent of the Provider to render, nor of the Recipient to receive from the Provider, professional advice or opinions, whether with regard to tax, generally accepted accounting principles, legal, treasury, finance, employment or other business and financial matters, technical advice, whether with regard to information technology or other matters; the Recipient shall not rely on, or construe, any Service rendered by or on behalf of the Provider as such professional advice or opinions or technical advice; and the Recipient shall seek all third-party professional advice and opinions or technical advice as it may desire or need.

Section 2.02. Performance of Services .

(a) Subject to Section 2.05 , the Provider shall perform, or shall cause one or more of its Subsidiaries to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by or on behalf of Parent or any of its Subsidiaries to Parent or its applicable functional group or Subsidiary prior to the Effective Time, and, in any event, in a manner that conforms in all material respects with the terms of the Schedules hereto.

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing Contract with a Third Party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly advise the Recipient of such potential violation, and the Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing Contract with a Third Party to allow the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in

accordance with the standards set forth in this Section 2.02 . Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) incurred by any Party or any of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow the Provider to perform or cause to be performed such Services shall be divided proportionately between the Provider and the Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent, or the performance of such Service by the Provider would constitute a violation of any applicable Law, the Provider shall have no obligation whatsoever to perform or cause to be performed such Service .

(c) Unless otherwise provided with respect to a specific Service on the Schedules hereto, the Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity) than analogous services provided to Parent or its applicable functional group or Subsidiary (collectively referred to as the “ Level of Service ”) during the one-year period ending on the last day of Parent’s last fiscal quarter completed on or prior to the date of the External Distribution (the “ Service Baseline Period ”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the Parties shall cooperate and act in good faith to determine whether the Provider will be required to provide such requested higher Level of Service. If the Parties determine that the Provider shall provide the requested higher Level of Service, then such higher Level of Service shall be documented in a written agreement signed by the Parties. Each amended section of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(d) (i) Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR SECTION 7.04 , EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

(e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any

action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Section 2.03. Charges for Services . Unless otherwise provided with respect to a specific Service on the Schedules hereto, the Recipient shall pay the Provider of the Services a fee (either one-time or recurring) for such Services (or category of Services, as applicable) (each fee constituting a “ Charge ” and, collectively, “ Charges ”), which Charges shall be equal to the amount set forth on the applicable Schedules hereto, or if not so set forth, then, unless otherwise provided with respect to a specific Service on the Schedule hereto, based upon the cost of providing such Services and shall be agreed to by the Parties from time to time; provided that in no case shall any Charge be less than the cost of providing such Services. During the term of this Agreement, the amount of a Charge for any Service may be modified to the extent of (a) any adjustments mutually agreed to by the Parties, (b) any adjustments due to a change in Level of Service requested by the Recipient and agreed upon by the Provider or due to a partial termination of any Service pursuant to Section 5.02 and (c) any adjustment in the rates or charges imposed by any Third Party provider that is providing Services (proportional to the respective use of such Services by each Party), provided that the Provider will notify the Recipient in writing of any such change in rates at least thirty (30) days prior to the effective date of such rate change. Together with any invoice for Charges, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that such documentation is in the Provider’s or its Subsidiaries’ possession or control, to support the calculation of such Charges.

Section 2.04. Reimbursement for Out-of-Pocket Costs and Expenses . The Recipient shall reimburse the Provider for reasonable out-of-pocket costs and expenses incurred by the Provider or any of its Subsidiaries in connection with providing the Services (including reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the Charges for such Services; provided , however , that any such cost or expense in excess of five thousand dollars ($5,000.00) that is not consistent with historical practice between the Parties for any individual Service (including business travel and related expenses) shall require advance written approval of the Recipient; provided , further , that if the Recipient does not provide such advance written approval and the incurrence of such cost or expense is reasonably necessary for Provider to provide such Service in accordance with the standards set forth in this Agreement, Provider shall not be required to perform such Service. Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to the Recipient in accordance with the Provider’s then-applicable business travel policies.

Section 2.05. Changes in the Performance of Services . Subject to the performance standards for Services set forth in Sections 2.02(a) , 2.02(b) and 2.02(c) , the Provider may make changes from time to time in the manner of performing the Services if the Provider is making similar changes in performing analogous services for itself and if the Provider furnishes to the Recipient reasonable prior written notice (in content and timing) of such changes. If such change shall materially adversely affect the timeliness or quality of, or the Charges for, the applicable Service, the Recipient shall be permitted to terminate this Agreement pursuant to Section 5.02(a)(i) without being required to pay any Termination Charges pursuant to Section 5.04 or comply with clauses (x) or (y) of Section 5.02(a)(i) .

Section 2.06. Transitional Nature of Services . The Parties acknowledge the transitional nature of the Services and agree to cooperate in good faith and to use commercially reasonable efforts to avoid a disruption in the transition of the Services from the Provider to the Recipient (or its designee).

Section 2.07. Subcontracting . A Provider may hire or engage one or more Third Parties to perform any or all of its obligations under this Agreement; provided , however , that (a) such Provider shall use the same degree of care (but at least reasonable care) in selecting each such Third Party as it would if such Third Party was being retained to provide similar services to the Provider and (b) such Provider shall in all cases remain responsible (as primary obligor) for all of its obligations under this Agreement with respect to the scope of the Services, the performance standard for Services set forth in Sections 2.02(a) , 2.02(b) and 2.02(c) and the content of the Services provided to the Recipient. Subject to Article VII , such Provider shall be liable for any breach of its obligations under this Agreement by any Third Party service provider engaged by such Provider. Subject to the confidentiality provisions set forth in Article VI , each Party shall, and shall cause their respective Affiliates to, provide, upon ten (10) business days’ prior written notice from the other Party, any Information within such Party’s or its Affiliates’ control that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and the Provider and other supporting documentation; provided , further , however , that each Party shall make no more than one such request per Third Party during any calendar quarter.

ARTICLE III
OTHER ARRANGEMENTS

Section 3.01. Access .

(a) Upon reasonable advance written notice, SpinCo shall, and shall cause its Subsidiaries to, allow Parent and its Subsidiaries and their respective Representatives reasonable access to the facilities of SpinCo and its Subsidiaries that is necessary for Parent and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, SpinCo shall, and shall cause its Subsidiaries to, afford Parent, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of SpinCo and its Subsidiaries as reasonably necessary for Parent to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by SpinCo or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of SpinCo or any of its Subsidiaries and (ii) in the event that SpinCo determines that providing such access could violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids any such consequence. Parent agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of SpinCo or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of SpinCo or its

Subsidiaries, conform to the policies and procedures of SpinCo and its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known or provided to Parent from time to time.

(b) Upon reasonable advance written notice, Parent shall, and shall cause its Subsidiaries to, allow SpinCo and its Subsidiaries and their respective Representatives reasonable access to the facilities of Parent and its Subsidiaries that is necessary for SpinCo and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, Parent shall, and shall cause its Subsidiaries to, afford SpinCo, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of Parent and its Subsidiaries as reasonably necessary for SpinCo to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Parent or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of Parent or any of its Subsidiaries and (ii) in the event that Parent determines that providing such access could violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids any such consequence. SpinCo agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Parent or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of Parent or its Subsidiaries, conform to the policies and procedures of Parent and its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known or provided to SpinCo from time to time.

ARTICLE IV
BILLING; TAXES

Section 4.01. Procedure . Charges for the Services shall be charged to and payable by the Recipient. Amounts payable pursuant to this Agreement shall be paid by wire transfer (or such other method of payment as may be agreed between the Parties from time to time) to the Provider (as directed by the Provider), which amounts shall be due (a) in the case of recurring fees, on a monthly basis in arrears, and (b) in the case of all other amounts, within forty-five (45) days of the Recipient’s receipt of each such invoice, including reasonable documentation pursuant to Section 2.03 . All amounts due and payable hereunder shall be invoiced and paid in U.S. dollars. Each invoice shall include the total amount of Charges due and payable for the applicable billing period, and shall also specify the amount of such total Charges that is a reimbursement of the costs of the Provider for providing the Services and the amount of such total Charges that is gross margin of the Provider for providing the Services; provided , however , that it is the intent of the Parties that the gross margin for all Services provided pursuant to this Agreement shall be $0.00. In the event of any billing dispute, the Recipient shall promptly pay any undisputed amount.

Section 4.02. Late Payments . Charges not paid when due (including any undisputed amounts) pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within forty-five (45) days of the receipt of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus two percent (2%) or the maximum rate under applicable Law, whichever is lower (the “ Interest Payment ”).

Section 4.03. Taxes . Without limiting any provisions of this Agreement, the Recipient shall bear any and all Taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any Services or Additional Services provided, and any fees or charges (including any Charges) payable by it, pursuant to this Agreement, including all sales, use, value-added, and similar Taxes, but excluding (i) Taxes based on the Provider’s net income, (ii) the Texas Franchise Tax and (iii) the Ohio Commercial Activity Tax. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Agreement, the Recipient shall be entitled to withhold from any payments to the Provider any Taxes that the Recipient is required by applicable Law to withhold with respect to the making of such payment and shall pay such Taxes to the applicable Tax Authority. The Services shall not constitute taxable “help supply services” for sales and use tax purposes in the Commonwealth of Pennsylvania, as defined in 61 Pa. Code §60.4, and the Recipient shall neither pay sales tax to the Provider nor accrue use tax payable to the Commonwealth of Pennsylvania related to the Services.

Section 4.04. No Set-Off . Except as mutually agreed to in writing by Parent and SpinCo, no Party or any of its Affiliates shall have any right of set-off or other similar rights with respect to any amounts owed to the other Party or any of its Subsidiaries pursuant to this Agreement on account of any obligation owed by such other Party or any of its Subsidiaries to the first Party or any of its Subsidiaries.

Section 4.05. Audit Rights . Subject to the confidentiality provisions of this Agreement, each Party shall, and shall cause their respective Affiliates to, provide, upon ten (10) days’ prior written notice from the other Party, any Information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by the other Party or a Third Party service provider, including any applicable invoices or other supporting documentation, and in the case of a Third Party service provider, agreements documenting the arrangements between such Third Party service provider and the Provider; provided , however , that each Party shall make no more than one such request during any calendar month. The requesting Party shall reimburse the other Party for any reasonable, documented, out-of-pocket costs incurred in connection with such other Party providing such information.

ARTICLE V
TERM AND TERMINATION

Section 5.01. Term . This Agreement shall commence at the Effective Time and shall terminate upon the earliest to occur of (a) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement; (b) the mutual written agreement of the Parties to terminate this Agreement in its entirety; and (c) the

date that is the one year anniversary of the Distribution Date. Unless otherwise terminated pursuant to Section 5.02 , this Agreement shall terminate with respect to each Service as of the close of business on the last day of the Service Period for such Service.

Section 5.02. Early Termination .

(a) Without prejudice to the Recipient’s rights with respect to Force Majeure, the Recipient may from time to time terminate this Agreement with respect to the entirety or portion of any Service (for the avoidance of doubt, the Recipient may terminate any Service (or portion thereof) set forth on any part of the Schedules hereto without terminating all or any other Services set forth on the Schedules hereto (or portion thereof)):

(i) For any reason or no reason, upon the giving of at least thirty (30) days’ prior written notice (or such other number of days specified in the Schedules hereto) to the Provider of such Service; provided , however , that any such termination (x) may only be effective as of the last day of a month and (y) shall be subject to the obligation to pay any applicable Termination Charges pursuant to Section 5.04 ; or

(ii) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to be uncured by the Provider for a period of at least thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient; provided , however , that the Recipient shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16 ) as to whether the Provider has cured the applicable breach.

(b) The Provider may terminate this Agreement with respect to the entirety or portion of any Service at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement with respect to such Service, including making payment of Charges for such Service when due, and such failure shall continue to be uncured by the Recipient for a period of at least thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider; provided , however , that the Provider shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16 ) as to whether the Recipient has cured the applicable breach. The Schedules hereto shall be updated to reflect any terminated Service.

Section 5.03. Interdependencies . The Parties acknowledge and agree that (a) there may be interdependencies among the Services being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 5.02 and (ii) in the case of such termination, the Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect the Provider’s ability to provide a particular Service in accordance with this

Agreement, the Parties shall (i) negotiate in good faith to amend the Schedules hereto with respect to such impacted Service prior to such termination, which amendment shall be consistent with the terms of comparable Services, and (ii) if after such negotiation, the Parties are unable to agree on such amendment, the Provider’s obligation to provide such impacted Service shall terminate automatically with such termination.

Section 5.04. Effect of Termination . Upon the termination of any Service pursuant to this Agreement, the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and the Recipient of such Service shall have no obligation to pay any future Charges relating to such Service; provided , however , that the Recipient shall remain obligated to the Provider for (a) the Charges owed and payable in respect of Services provided prior to the effective date of termination for such Service, and (b) any applicable Termination Charges (which, in the case of this clause (b) , shall not be payable in the event that the Recipient terminates any Service pursuant to Section 5.02(a)(ii) ). In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I , this Article V , Article VII and Article IX , all confidentiality obligations under this Agreement and Liability for all due and unpaid Charges and Termination Charges shall continue to survive indefinitely.

Section 5.05. Information Transmission . The Provider, on behalf of itself and its respective Subsidiaries, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the Recipient, in accordance with Section 6.1 of the Separation and Distribution Agreement, any Information received or computed by the Provider for the benefit of the Recipient concerning the relevant Service during the Service Period; provided , however , that, except as otherwise agreed to in writing by the Parties (a) the Provider shall not have any obligation to provide, or cause to be provided, Information in any format other than the format(s) in which the Provider uses such Information in the ordinary course of business, (b) the Provider and its Subsidiaries shall be reimbursed for their reasonable costs in accordance with Section 6.3 of the Separation and Distribution Agreement for creating, gathering, copying, transporting and otherwise providing such Information, and (c) the Provider shall use commercially reasonable efforts to maintain any such Information in accordance with Section 6.4 of the Separation and Distribution Agreement.

ARTICLE VI
CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS

Section 6.01. Parent and SpinCo Obligations . Subject to Section 6.04 , from and after the Effective Time until the three (3) year anniversary of the date of the termination of this Agreement in its entirety, each of Parent and SpinCo, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Parent’s Confidential Information pursuant to policies in effect as of the Effective Time, all Confidential Information concerning the other Party or its Subsidiaries or their respective businesses that is either in its possession (including Confidential Information in its possession prior to the date hereof) or furnished by such other Party or such other Party’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement, and shall not use any such Confidential

Information other than for such purposes as may be expressly permitted hereunder, except , in each case, to the extent that such Confidential Information (a) becomes generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement; (b) is later lawfully acquired from other sources by such Party or any of its Subsidiaries, which sources are not themselves known by such Party or any of its Subsidiaries to be bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information; or (c) is independently developed or generated without reference to or use of any Confidential Information of the other Party or any of its Subsidiaries. If any Confidential Information of a Party or any of its Subsidiaries is disclosed to the other Party or any of its Subsidiaries in connection with providing the Services, then such disclosed Confidential Information shall be used only as required to perform such Services.

Section 6.02. No Release; Return or Destruction . Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 6.01 to any other Person, except its Representatives who need to know such Confidential Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Confidential Information) and except in compliance with Section 6.04 , and (b) to use commercially reasonable efforts to maintain such Confidential Information in accordance with Section 6.4 of the Separation and Distribution Agreement. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreements, each Party will promptly, after request of the other Party, either return to the other Party all such Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon); provided that the Parties may retain electronic backup versions of such Confidential Information maintained on routine computer system backup tapes, disks or other backup storage devices; and provided , further , that any such retained backup information shall remain subject to the confidentiality provisions of this Agreement.

Section 6.03. Privacy and Data Protection Laws . Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of the Services under this Agreement.

Section 6.04. Protective Arrangements . In the event that a Party or any of its Subsidiaries either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide Information of the other Party (or any of its Subsidiaries) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such Information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose

or provide Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such Information was disclosed, in each case to the extent legally permitted.

ARTICLE VII
LIMITED LIABILITY AND INDEMNIFICATION

Section 7.01. Limitations on Liability .

(a) EXCEPT FOR LIABILITIES ARISING OUT OF OR RESULTING FROM ANY BREACH BY THE PROVIDER OF THE CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE VI OR THE PROVIDER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, SUBJECT TO SECTION 7.02 , THE LIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE CHARGES PAID OR PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS AGREEMENT.

(b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

Section 7.02. Obligation to Re-Perform; Liabilities . In the event of any breach of this Agreement by the Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall, at the request of Recipient, promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the sole cost and expense of the Provider. The remedy set forth in this Section 7.02 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement; provided , however , that the foregoing shall not prohibit the Recipient from exercising its right to terminate this Agreement in accordance with the provisions of Section 5.02(a)(ii) or, if applicable, seeking specific performance in accordance with Section 9.17 . Any request for re-performance in accordance with this Section 7.02 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one month from

the later of (x) the date on which such breach occurred and (y) the date on which such breach was reasonably discovered by the Recipient.

Section 7.03. Third-Party Claims . In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, the Recipient shall indemnify, defend and hold harmless the Provider, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Provider Indemnitees ”), from and against any and all Third-Party Claims relating to, arising out of or resulting from the Recipient’s use or receipt of the Services provided by the Provider hereunder, other than Third-Party Claims to the extent arising out of or resulting from the gross negligence, willful misconduct or fraud of any Provider Indemnitee.

Section 7.04. Provider Indemnity . In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, the Provider shall indemnify, defend and hold harmless the Recipient, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Recipient Indemnitees ”), from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery or provision of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the Provider’s gross negligence, willful misconduct or fraud.

Section 7.05. Indemnification Procedures . The procedures for indemnification set forth in Sections 4.5, 4.6 and 4.7 of the Separation and Distribution Agreement shall govern claims for indemnification under this Agreement.

ARTICLE VIII
TSA MANAGERS

Section 8.01. TSA Managers . Each of the Parties hereby designate the respective individuals set forth in the Schedules hereto to act as services managers for each Service for which such individuals are listed as a point of contact (the “ TSA Managers ”). The TSA Managers will be directly responsible for coordinating and managing the delivery of the Services provided by the applicable Party and have authority to act on such Party’s behalf with respect to matters relating to the provision of Services under this Agreement. The TSA Managers will work with the personnel of their respective group to periodically address issues and matters raised by such personnel relating to the provision of the Services. Communications between the Parties regarding routine matters under this Agreement shall be made through the Parties’ TSA Managers in the first instance. Without limiting the generality of the foregoing provisions of this Section 8.01 , each Party shall cause its TSA Managers to work in good faith with their counterparts at the other Party to resolve any Dispute arising out of or relating in any way to this Agreement. Each Party shall notify the other of the appointment of a different TSA Manager in accordance with Section 9.10 .

ARTICLE IX
MISCELLANEOUS

Section 9.01. Mutual Cooperation . Each Party shall, and shall cause its Subsidiaries to, cooperate with the other Party and its Subsidiaries in connection with the performance of the Services hereunder; provided , however , that such cooperation shall not unreasonably disrupt the normal operations of such Party or its Subsidiaries; and provided , further , that this Section 9.01 shall not require such Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in this Agreement or otherwise agreed to in writing by the Parties.

Section 9.02. Further Assurances . Subject to the terms of this Agreement, each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 9.03. Audit Assistance . Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by a Governmental Authority (including a Tax Authority), standards organizations, customers or other parties to Contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a Contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.

Section 9.04. Title to Intellectual Property . Except as expressly provided for under the terms of this Agreement or the Separation and Distribution Agreement, the Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any intellectual property which is owned or licensed by the Provider, by reason of the provision of the Services hereunder. The Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any intellectual property owned or licensed by the Provider, and the Recipient shall reproduce any such notices on any and all copies thereof. The Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any intellectual property owned or licensed by the Provider, and the Recipient shall promptly notify the Provider of any such attempt, regardless of whether by the Recipient or any Third Party, of which the Recipient becomes aware.

Section 9.05. Independent Contractors . The Parties each acknowledge and agree that they are separate entities, each of which has entered into this Agreement for independent business reasons. The relationships of the Parties hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship between the Parties. Employees performing Services hereunder do so on behalf of,

under the direction of, and as employees of, the Provider, and the Recipient shall have no right, power or authority to direct such employees, unless otherwise specified with respect to a particular Service on the Schedules hereto.

Section 9.06. Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. This Agreement, the Separation and Distribution Agreement, and the other Ancillary Agreements together govern the arrangements in connection with the Separation and External Distribution and would not have been entered independently.

(c) Parent represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and SpinCo represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it and is enforceable in accordance with the terms hereof.

(d) Each Party acknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date hereof) and delivered in person, by mail or by courier.

Section 9.07. Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party

to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 9.08. Assignability . This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and the other Ancillary Agreements in whole ( i.e ., the assignment of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and all the other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

Section 9.09. Third-Party Beneficiaries . Except as provided in Article VII with respect to the Provider Indemnitees and the Recipient Indemnitees in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 9.10. Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (“ e-mail ”), so long as confirmation of receipt of such facsimile or e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.10 ):

If to Parent, to:

EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Attention:                              General Counsel
Facsimile:                              (412) 553-5970
E-mail:                                             JLushko@eqt.com

If to SpinCo, to:

Equitrans Midstream Corporation
625 Liberty Avenue, Suite 2000
Pittsburgh, PA 15222
Attention:                           General Counsel
Facsimile:                              (412) 904-1429
E-mail:                                             RCWilliams@equitransmidstream.com

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 9.11. Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.12. Force Majeure . No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. Without limiting the termination rights contained in this Agreement, in the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such Force Majeure, (a) provide written notice to the other Party of the nature and extent of such Force Majeure; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable (and in no event later than the date that the affected Party resumes providing analogous services to, or otherwise resumes analogous performance under any other agreement for, itself, its Affiliates or any Third Party) unless this Agreement has previously been terminated under Article V or this Section 9.12 . The Recipient shall be (i) relieved of the obligation to pay Charges for the affected Service(s) throughout the duration of such Force Majeure and (ii) entitled to permanently

terminate such Service(s) if the delay or failure in providing such Services because of a Force Majeure shall continue to exist for more than thirty (30) consecutive days (it being understood that the Recipient shall not be required to provide any advance notice of such termination to the Provider).

Section 9.13. Headings . The Article, Section and Paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.14. Survival of Covenants . Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Effective Time and shall remain in full force and effect thereafter.

Section 9.15. Waivers of Default . Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.16. Dispute Resolution .

(a) Any controversy, dispute or claim (a “ Dispute ”) (i) arising out of or relating to any Party’s rights or obligations under this Agreement (whether arising in contract, tort or otherwise), calculation or allocation of the costs of any Service or otherwise arising out of or relating in any way to this Agreement (including the interpretation or validity of this Agreement) shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement (provided, that the procedures for resolution of Disputes set forth in Article VIII of this Agreement shall apply in lieu of Section 7.1 of the Separation and Distribution Agreement, and the Parties may commence arbitration pursuant to Section 7.2 of the Separation and Distribution Agreement only if the Dispute has not been resolved by the TSA Managers after thirty (30) days).

(b) In any Dispute regarding the amount of a Charge or a Termination Charge, if such Dispute is finally resolved by the TSA Managers or pursuant to the dispute resolution process set forth in Section 9.16(a) and it is determined that the Charge or the Termination Charge, as applicable, that the Provider has invoiced the Recipient, and that the Recipient has paid to the Provider, is greater or less than the amount that the Charge or the Termination Charge, as applicable, should have been, then (i) if it is determined that the Recipient has overpaid the Charge or the Termination Charge, as applicable, the Provider shall within ten (10) calendar days after such determination reimburse the Recipient an amount of cash equal to such overpayment, plus the Interest Payment, accruing from the date of payment by the Recipient to the time of reimbursement by the Provider; and (ii) if it is determined that the Recipient has underpaid the Charge or the Termination Charge, as applicable, the Recipient shall within ten (10) calendar days after such determination reimburse the Provider an amount of cash equal to such underpayment, plus the Interest Payment, accruing from the date such payment originally should have been made by the Recipient to the time of payment by the Recipient.

(c) Subject to the foregoing provisions of this Section 9.16 , each of the Parties, on behalf of itself and its Subsidiaries, hereby irrevocably (i) agrees that any Dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, (ii) waives any claims of forum non conveniens and agrees to submit to the jurisdiction of such courts, (iii) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 9.10 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts, and (iv) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 9.17. Specific Performance . Subject to Section 9.16 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its rights or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived by each of the Parties. Unless otherwise agreed in writing, the Parties shall continue to provide Services and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of Section 9.16 and this Section 9.17 with respect to all matters not subject to such Dispute; provided , however , that this obligation shall only exist during the term of this Agreement.

Section 9.18. Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.19. Precedence of Schedules . Each Schedule attached to or referenced in this Agreement is hereby incorporated into and shall form a part of this Agreement; provided , however , that the terms contained in such Schedule shall only apply with respect to the Services provided under that Schedule. In the event of a conflict between the terms contained in an individual Schedule and the terms in the body of this Agreement, the terms in the Schedule shall take precedence with respect to the Services under such Schedule only. No terms contained in individual Schedules shall otherwise modify the terms of this Agreement.

Section 9.20. Interpretation . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Annexes and Exhibits hereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Annex and Schedule references are to the Articles, Sections, Exhibits, Annexes and Schedules to this Agreement unless otherwise

specified; (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States, Pittsburgh, Pennsylvania or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; (j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (k) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to November 12, 2018.

Section 9.21. Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

	EQT CORPORATION


	By:	/s/ Robert J. McNally
		Name: Robert J. McNally
		Title: Senior Vice President and Chief Financial Officer


	EQUITRANS MIDSTREAM CORPORATION


	By:	/s/ Thomas F. Karam
		Name: Thomas F. Karam
		Title: President and Chief Executive Officer

[Signature Page to Transition Services Agreement]

Exhibit 2.3

TAX MATTERS AGREEMENT

by and between

EQT CORPORATION

and

EQUITRANS MIDSTREAM CORPORATION

Dated as of November 12, 2018

TABLE OF CONTENTS

					Page

Article 1.			Definition of Terms		2

Article 2.			Allocation of Tax Liabilities		15

	Section 2.01			General Rules	15
	Section 2.02			United States Federal Income Taxes	16
	Section 2.03			United States Federal Other Taxes	16
	Section 2.04			State Income Taxes	16
	Section 2.05			State Other Taxes	16
	Section 2.06			Foreign Income Taxes	17
	Section 2.07			Foreign Other Taxes	17
	Section 2.08			Certain Transaction and Other Taxes	17

Article 3.		Proration of Taxes for Straddle Periods			18

	Section 3.01			General Method of Proration for Straddle Periods	18
	Section 3.02			Transactions Treated as Extraordinary Item	18

Article 4.		Preparation and Filing of Tax Returns			18

	Section 4.01			EQT Returns	18
	Section 4.02			SpinCo Returns	18
	Section 4.03			Tax Accounting Practices	19
	Section 4.04			Consolidated or Combined Tax Returns	19
	Section 4.05			Right to Review Tax Returns	20
	Section 4.06			SpinCo Carrybacks and Claims for Refund	20
	Section 4.07			Apportionment of Earnings and Profits and Tax Attributes	20

Article 5.		Tax Payments			21

	Section 5.01			Payment of Taxes	21
	Section 5.02			Indemnification Payments	22
	Article 6.			Tax Benefits	22
	Section 6.01			Tax Benefits	22
	Section 6.02			EQT and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation	24

Article 7.		Tax-Free Status			25

	Section 7.01			Representations	25
	Section 7.02			Restrictions on SpinCo	26
	Section 7.03			Restrictions on EQT	28
	Section 7.04			Procedures Regarding Opinions and Rulings	28
	Section 7.05			Liability for Distribution Tax-Related Losses	29
	Section 7.06			Section 336(e) Election	31
	Section 7.07			Certain Assumptions	31

Article 8.		Assistance and Cooperation		32

	Section 8.01		Assistance and Cooperation	32
	Section 8.02		Income Tax Return Information	32
	Section 8.03		Reliance by EQT	32
	Section 8.04		Reliance by SpinCo	33

Article 9.		Tax Records		33

	Section 9.01		Retention of Tax Records	33
	Section 9.02		Access to Tax Records	33

Article 10.		Tax Contests		34

	Section 10.01		Notice	34
	Section 10.02		Control of Tax Contests	34

Article 11.		Effective Date; Termination of Prior Intercompany Tax Allocation Agreements		36

Article 12.		Survival of Obligations		36

Article 13.		Treatment of Payments; Tax Gross Up		36

	Section 13.01		Treatment of Indemnity Payments	36
	Section 13.02		Tax Gross Up	36
	Section 13.03		Interest	37

Article 14.		Dispute Resolution		37

Article 15.		Expenses		38

Article 16.		Late Payments		38

Article 17.		General Provisions		38

	Section 17.01		Counterparts; Entire Agreement; Corporate Power	39
	Section 17.02		Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	40
	Section 17.03		Assignability	40
	Section 17.04		Third-Party Beneficiaries	40
	Section 17.05		Notices	40
	Section 17.06		Severability	41
	Section 17.07		Force Majeure	41
	Section 17.08		No Set-Off	42
	Section 17.09		Headings	42
	Section 17.10		Waivers of Default	42
	Section 17.11		Specific Performance	42
	Section 17.12		Amendments	42
	Section 17.13		Interpretation	42
	Section 17.14		Limitations of Liability	43
	Section 17.15		Performance	43
	Section 17.16		Mutual Drafting	43

	Section 17.17	Performance	43
	Section 17.18	Mutual Drafting	43

SCHEDULES

Schedule A

iii

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into as of November 12, 2018, by and between EQT Corporation, a Pennsylvania corporation (“ EQT ”), and Equitrans Midstream Corporation, a Delaware corporation (“ SpinCo ” and collectively with EQT, the “ Companies ” and each, a “ Company ”).

RECITALS

WHEREAS, EQT and SpinCo have entered into a Separation and Distribution Agreement, dated as of the date hereof (including the Separation Step Plan set forth on Schedule 2.1(a) thereto, the “ Separation and Distribution Agreement ”), providing for the separation of the Midstream Business from the Upstream Business (the “ Separation ”), as well as the Transition Services Agreement, dated as of the date hereof (the “ Transition Services Agreement ”), the Shared Use Agreement, dated as of November 12 (the “ Shared Use Agreement ”) and the Employee Matters Agreement, dated as of the date hereof (the “ Employee Matters Agreement ”);

WHEREAS, EQT and its Subsidiaries have engaged in certain restructuring transactions to facilitate the Separation as set forth in the Separation Step Plan;

WHEREAS, pursuant to the Separation Step Plan and the Partnership Transaction Documents, EQT and its Subsidiaries have consummated the Partnership Transactions;

WHEREAS, pursuant to the Separation Step Plan and the terms of the Separation and Distribution Agreement, EQT will, among other things, (i) contribute, convey, sell and otherwise transfer (and cause its Subsidiaries to contribute, convey, sell and otherwise transfer) the Midstream Assets held by it to SpinCo and the other members of the SpinCo Group and (ii) cause SpinCo and the other members of the SpinCo Group to assume the Midstream Liabilities;

WHEREAS, pursuant to the Separation Step Plan and the terms of the Separation and Distribution Agreement, among other things, (a) EQT RE, LLC, a Delaware limited liability company disregarded as separate from EQT Production Company, a Pennsylvania Corporation (“ EPC ”), for Federal Income Tax purposes (“ EQT RE ”), formed Equitrans Midstream Holdings, LLC (formerly known as EQT Midstream Holdings, LLC), a Delaware limited liability company disregarded as separate from EPC for Federal Income Tax purposes (“ New LLC ”), and (b) EQT RE will contribute to New LLC certain partnership interests in EQM and EQGP, which were received by EQT RE and its Subsidiaries in exchange for certain Midstream Assets previously owned by Rice and its Subsidiaries (including equity interests in former Subsidiaries of Rice engaged the Midstream Business);

WHEREAS, pursuant to the Separation Step Plan and the terms of the Separation and Distribution Agreement, among other things, (a) EPC will contribute (or cause to be contributed) the Midstream Assets held by it other than the limited liability company interest of New LLC to SpinCo in exchange for (i) the assumption by SpinCo of the Midstream Liabilities and (ii) the actual or deemed issuance by SpinCo to EPC of SpinCo Common Stock (the “ First Contribution ”), and (b) EPC will distribute to EQT (through a DRE of EQT) all of the SpinCo Common Stock (the “ Internal Distribution ”);

WHEREAS, pursuant to the Separation Step Plan and the terms of the Separation and Distribution Agreement, among other things, EPC will distribute to EQT (through a DRE of EQT) all of the limited liability company interest of New LLC (the “ 301 Distribution ”);

WHEREAS, pursuant to the Separation Step Plan and the terms of the Separation and Distribution Agreement, among other things, (a) EQT will contribute the Midstream Assets held by it to SpinCo in exchange for (i) the assumption by SpinCo of the Midstream Liabilities, (ii) the actual or deemed issuance by SpinCo to EQT of SpinCo Common Stock, and (iii) the Cash Payment, if any (the “ Second Contribution ”); and (b) EQT will make a distribution, on a pro rata basis, to holders of EQT Common Stock on the External Distribution Date of 80.1 percent of the outstanding SpinCo Common Stock (the “ External Distribution ”);

WHEREAS, following the Distribution, EQT may undertake the Debt-for-Equity Exchange;

WHEREAS, for Federal Income Tax purposes, it is intended that the Partnership Transactions have the Partnership Transactions Treatment;

WHEREAS, for Federal Income Tax purposes, it is intended that the 301 Distribution have the 301 Distribution Treatment;

WHEREAS, for Federal Income Tax purposes, it is intended that the First Contribution and the Internal Distribution, taken together, shall qualify as a “reorganization” pursuant to Sections 355(a) and 368(a)(1)(D) of the Code;

WHEREAS, for Federal Income Tax purposes, it is intended that the Second Contribution and the External Distribution (and the Debt-for-Equity Exchange, if any), taken together, qualify as a “reorganization” pursuant to Sections 355(a) and 368(a)(1)(D) of the Code; and

WHEREAS, the parties desire to provide for and agree upon the allocation among them of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distributions and to provide for and agree upon other matters relating to Taxes.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Article 1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“ 301 Distribution ” has the meaning set forth in the recitals.

“ 301 Distribution Treatment ” means the treatment of the 301 Distribution as a taxable distribution of the assets held by New LLC by EPC to EQT (immediately following which distribution EQT holds the assets of New LLC with a basis equal to their respective fair market values).

“ 355 Distributions ” means the Internal Distribution and the External Distribution.

“ Accounting Cutoff Date ” means any date as of the end of which there is a closing of the financial accounting records for such entity.

“ Actually Realized ” or “ Actually Realizes ” means actually incurred or realized (or actually incurs or realizes), and for purposes of determining the timing of the incurrence of any Tax Liability, Distribution Tax-Related Loss, or the realization of a Refund or other Tax Benefit (or any related Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, such Tax Liability, Distribution Tax-Related Loss, Refund or other Tax Benefit (or any related Tax cost or benefit) shall be Actually Realized at the time at which the amount of Taxes paid (or Refund realized) by such Person is increased above (or reduced below) the amount of Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.

“ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset and (c) any claim for refund or credit of Taxes previously paid.

“ Affiliate ” has the meaning set forth in the Separation and Distribution Agreement.

“ Agreement ” has the meaning set forth in the preamble.

“ Ancillary Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

“ Assumed 355(e) Interest ” means a 44.4 percent interest, provided, however that such percentage shall be reduced by the percentage interest in SpinCo issued pursuant to the DRIP in transactions described in clause (b) of the definition of Proposed Acquisition Transaction, and provided, further, that if SpinCo shall have terminated the DRIP, such percentage shall be reduced by the excess, if any, of 0.4 percent over the percentage interest in SpinCo issued pursuant to the DRIP, in each case, calculated in accordance with the principles of Section 355(e) and the Treasury Regulations promulgated thereunder.

“ Cash Payment ” means the distribution by Controlled to EQT prior to the External Distribution of any cash held by New LLC.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Company ” and “ Companies ” have the meaning set forth in the preamble.

“ Compensatory Equity Interests ” has the meaning set forth in Section 6.02(a) .

“ Contributions ” means the First Contribution and the Second Contribution.

“ Debt-for-Equity Exchange ” means the transfer of all or a portion of the Retained Shares by EQT to its creditors in exchange for outstanding EQT debt obligations.

“ DGCL ” means the Delaware General Corporation Law.

“ Dispute ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution-Related Tax Contest ” means any Tax Contest in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect the Tax-Free Status or the 301 Distribution Treatment.

“ Distributions ” means the 355 Distributions and the 301 Distribution.

“ Distribution Tax-Related Losses ” means (a) all federal, state, local and foreign Taxes (including, for the absence of doubt, interest and penalties thereon), or reduction in Refund, imposed pursuant to any settlement, Final Determination, judgment or otherwise; (b) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (c) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by EQT (or any Affiliate of EQT) or SpinCo (or any Affiliate of SpinCo) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the First Contribution and the Internal Distribution and the Second Contribution and the External Distribution (and the Debt-for-Equity Exchange, if any) to have Tax-Free Status.

“ DRE ” means an entity treated as disregarded from its owner for Federal Income Tax purposes.

“ DRIP ” means the Dividend Reinvestment and Stock Purchase Plan described in the Registration Statement on Form S-1 filed by SpinCo with the Securities and Exchange Commission on November 1, 2018.

“ Dropdown Agreement ” means that certain Contribution and Sale Agreement dated as of April 25, 2018, by and among EQT, Rice Midstream Holdings LLC, a Delaware limited liability company, EQM and EQM Gathering Holdings, LLC, a Delaware limited liability company.

“ Dropdown Transaction ” means, collectively, the Rice West Virginia Contribution, the Rice Olympus Contribution and the Strike Force Holdings Contribution, in each case, as defined in the Dropdown Agreement.

“ Effective Time ” has the meaning set forth in the Separation and Distribution Agreement.

“ Employee Matters Agreement ” has the meaning set forth in the recitals.

“ EPC ” has the meaning set forth in the recitals.

“ EPC Consolidated WV Oil and Gas Producer/Operator Property Taxes ” means all WV Oil and Gas Producer/Operator Property Taxes reported on an EPC consolidated, combined, unitary or similar Tax Return.

“ EPC Group ” means EPC and each of its Subsidiaries (other than any member of the SpinCo Group).

“ EQGP ” means EQGP Holdings, LP (formerly known as EQT GP Holdings, LP), a Delaware limited partnership.

“ EQM ” means EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), a Delaware limited partnership.

“ EQM Successor ” has the meaning set forth in Section 7.02(c)(vi) .

“ EQT ” has the meaning set forth in the preamble.

“ EQT Affiliated Group ” means the affiliated group (as defined in Section 1504 of the Code and the regulations thereunder) of which EQT is the common parent.

“ EQT Common Stock ” has the meaning ascribed to the term “Parent Shares” in the Separation and Distribution Agreement.

“ EQT Comp Deduction ” has the meaning set forth in Section 6.02(a) .

“ EQT Federal Consolidated Income Tax Return ” means any Federal Income Tax Return for the EQT Affiliated Group.

“ EQT Foreign Combined Income Tax Return ” means a consolidated, combined or unitary or other similar Foreign Income Tax Return or any Foreign Income Tax Return with respect to any profit and/or loss sharing group, group payment or similar group or fiscal unity that actually includes, by election or otherwise, one or more members of the EQT Group together with one or more members of the SpinCo Group.

“ EQT Group ” means EQT and each of its Subsidiaries (other than any member of the SpinCo Group).

“ EQT Group Employees ” has the meaning ascribed to the term “Parent Employees” in the Employee Matters Agreement.

“ EQT Non-Employee Director ” has the meaning ascribed to the term “Parent Non-Employee Director” in the Employee Matters Agreement; provided , however , that the term “EQT Non-Employee Director” shall not include any Transferred Director.

“ EQT RE ” has the meaning set forth in the recitals.

“ EQT Retained Tax Benefit ” means any Tax Benefit attributable to an EQT Comp Deduction.

“ EQT Return ” has the meaning set forth in Section 4.01 .

“ EQT Separate Return ” means any Separate Return of EQT or any member of the EQT Group.

“ EQT State Combined Income Tax Return ” means a consolidated, combined or unitary State Income Tax Return that actually includes, by election or otherwise, one or more members of the EQT Group and one or more members of the SpinCo Group.

“ Exchange Debt ” means outstanding debt obligations of EQT that are exchanged for Retained Shares pursuant to the Debt-for-Equity Exchange, if any.

“ External Distribution ” has the meaning set forth in the recitals.

“ External Distribution Date ” means the date on which the External Distribution is consummated.

“ Federal Income Tax ” means any Tax imposed by Subtitle A of the Code (and, for the avoidance of doubt, any interest, penalties, additions to tax, or additional amounts in respect of the foregoing).

“ Federal Other Tax ” means any Tax imposed by the federal government of the United States of America other than any Federal Income Taxes (and, for the avoidance of doubt, any interest, penalties, additions to tax, or additional amounts in respect of the foregoing).

“ Fifty-Percent or Greater Interest ” has the meaning ascribed to the term “50-percent or greater interest” for purposes of Sections 355(d) and (e) of the Code.

“ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the Laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the Laws of a State, local, or foreign taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“ First Contribution ” has the meaning set forth in the recitals.

“ Force Majeure ” has the meaning set forth in the Separation and Distribution Agreement.

“ Foreign Income Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or possession of the United States, which is an income tax as defined in Treasury Regulations Section 1.901-2 (and, for the avoidance of doubt, any interest, penalties, additions to tax or additional amounts in respect of the foregoing).

“ Foreign Other Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or possession of the United States, other than any Foreign Income Taxes (and, for the avoidance of doubt, any interest, penalties, additions to tax, or additional amounts in respect of the foregoing).

“ Former EQT Group Employee ” has the meaning ascribed to the term “Former Parent Employee” in the Employee Matters Agreement.

“ Former SpinCo Group Employee ” has the meaning ascribed to the term “Former SpinCo Employee” in the Employee Matters Agreement.

“ Group ” means the EQT Group, the EPC Group, the SpinCo Group, or any combination of the foregoing as the context requires.

“ High-Level Dispute ” means any dispute or disagreement (a) relating to liability under Section 7.05 , (b) concerning EQT’s determination pursuant to Section 7.02(c) whether a Post-Distribution Ruling or Unqualified Tax Opinion is satisfactory, (c) concerning the selection of the Opinion Tax Advisor or (d) in which the amount of liability in dispute exceeds $10,000,000.

“ IDR Purchase and Sale ” has the meaning set forth in the IDR Sale Agreement.

“ IDR Sale Agreement ” means that certain Incentive Distribution Rights Purchase and Sale Agreement, dated as of April 25, 2018, by and among EQGP, RMGP and EQT.

“ Income Tax ” means any Federal Income Tax, State Income Tax or Foreign Income Tax.

“ Indemnitee ” has the meaning set forth in Section 13.03 .

“ Indemnitor ” has the meaning set forth in Section 13.03 .

“ Internal Distribution ” has the meaning set forth in the recitals.

“ IRS ” means the United States Internal Revenue Service.

“ Joint Return ” means any Tax Return of a member of the EQT Group or the SpinCo Group that is not a Separate Return.

“ Law ” has the meaning set forth in the Separation and Distribution Agreement.

“ Liability ” has the meaning set forth in the Separation and Distribution Agreement.

“ Loss ” has the meaning set forth in Section 6.01(b) .

“ Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQM, EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC), a Delaware limited liability company and the general partner of EQM, EQM GP Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM, EQM Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM, RMP, EQM Midstream Management, LLC (formerly known as Rice Midstream Management, LLC), a Delaware limited liability company and the general partner of RMP, and, solely for the limited purposes specified therein, EQT.

“ Midstream Assets ” has the meaning ascribed to the term “SpinCo Assets” in the Separation and Distribution Agreement.

“ Midstream Business ” has the meaning ascribed to the term “SpinCo Business” in the Separation and Distribution Agreement.

“ Midstream Liabilities ” has the meaning ascribed to the term “SpinCo Liabilities” in the Separation and Distribution Agreement.

“ New LLC ” has the meaning set forth in the recitals.

“ Notified Action ” has the meaning set forth in Section 7.04(a) .

“ Opinion Tax Advisor ” has the meaning set forth on Schedule A .

“ Other Tax ” means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

“ Partnership Merger ” has the meaning ascribed to the term “Merger” in the Merger Agreement.

“ Partnership Transaction Documents ” means the Merger Agreement, IDR Sale Agreement and Dropdown Agreement.

“ Partnership Transactions ” means the Dropdown Transaction, the IDR Purchase and Sale and the Partnership Merger.

“ Partnership Transactions Treatment ” means (a) the qualification of the Dropdown Transaction as a transaction described in Section 721(a) and 731 (if applicable) of the Code, except to the extent properly characterized as a disguised sale described in Section 707(a)(2)(B) of the Code, (b) the qualification of the IDR Purchase and Sale as a transaction described in Section 721 of the Code, except to the extent properly characterized as a disguised sale described in Section 707(a)(2)(B) of the Code and (c) the qualification of the Partnership Merger as an “assets-over” partnership merger transaction under Treasury Regulations Sections 1.708-1(c)(1) and 1.708-1(c)(3)(i), whereby RMP is the terminating partnership and EQM is the resulting partnership, and as a result, (i) RMP is deemed to contribute of all of its assets and liabilities to EQM in exchange for partnership interests in EQM, immediately following which (ii) RMP is deemed to effect a liquidating distribution of such partnership interests in EQM to the partners of RMP as of immediately prior to the Partnership Merger.

“ Past Practices ” has the meaning set forth in Section 4.03(a) .

“ Payment Date ” means (a) with respect to any EQT Federal Consolidated Income Tax Return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (b) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“ Payor ” has the meaning set forth in Section 5.02(a) .

“ Person ” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for Federal Income Tax purposes.

“ Post-Distribution Period ” means any Tax Period beginning after the External Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the External Distribution Date.

“ Post-Distribution Ruling ” has the meaning set forth in Section 7.02(c) .

“ Pre-Distribution Period ” means any Tax Period ending on or before the External Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the External Distribution Date.

“ Prime Rate ” has the meaning set forth in the Separation and Distribution Agreement.

“ Private Letter Ruling ” means the private letter ruling issued to EQT in response to the Ruling Request initially filed by EQT with the IRS on March 30, 2018.

“ Privilege ” means any privilege that may be asserted under applicable Law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo and/or one or more holders of outstanding shares of SpinCo Capital Stock, any shares of SpinCo Capital Stock. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (a) the adoption by SpinCo of a shareholder rights plan or (b) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer), in each case, of Treasury Regulations Section 1.355-7(d), including such issuances net of exercise price and/or tax withholding ( provided , however , that any sale of such stock in connection with a net exercise or tax withholding is not exempt under this clause (b) unless it satisfies the requirements of Safe Harbor VII of Treasury Regulations Section 1.355-7(d)) or (c) issuances by SpinCo pursuant to the DRIP, provided, in the case of this clause (c), such issuances in the aggregate do not exceed a 0.4 percent interest in SpinCo for purposes of Section 355(e). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

“ Refund ” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to or against other Taxes payable), including any interest paid on or with respect to such refund (or credit or overpayment).

“ Representation Letters ” means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by EQT, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

“ Required Party ” has the meaning set forth in Section 5.02(a) .

“ Responsible Company ” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“ Restriction Period ” means the period beginning on the date hereof and ending on the twenty-five (25) month anniversary of the External Distribution Date.

“ Retained Shares ” means the SpinCo Common Stock not distributed by EQT to its shareholders in the External Distribution.

“ Retention Date ” has the meaning set forth in Section 9.01 .

“ Rice ” means Rice Energy Inc., a Delaware corporation which merged with and into EQT RE, LLC in connection with the Rice Merger.

“ Rice Merger ” has the meaning ascribed to the term “Integrated Mergers” in the Rice Merger Agreement.

“ Rice Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of June 19, 2017, by and among EQT, Eagle Merger Sub I, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of EQT, and Rice.

“ RMGP ” means Rice Midstream GP Holdings LP, a Delaware limited partnership.

“ RMP ” means RM Partners, LP (formerly known as Rice Midstream Partners LP), a Delaware limited partnership.

“ Ruling Request ” means the request for private letter rulings filed by EQT on March 30, 2018, with the IRS and/or any other similar request filed with the IRS or any other taxing authority requesting rulings regarding the tax consequences of any Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendments or supplements to such request.

“ Second Contribution ” has the meaning set forth in the recitals.

“ Section 336(e) Election ” has the meaning set forth in Section 7.06 .

“ Separate Return ” means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined, unitary or other similar Return), any such Tax Return that does not include any member of the EQT Group and (b) in the case of any Tax Return of any member of the EQT Group (including any consolidated, combined, unitary or

other similar Return), any such Tax Return that does not include any member of the SpinCo Group.

“ Separation ” has the meaning set forth in the recitals.

“ Separation and Distribution Agreement ” has the meaning set forth in the recitals.

“ Separation Step Plan ” has the meaning set forth in the Separation and Distribution Agreement.

“ Separation Transactions ” means the Contributions, Distributions, and other transactions contemplated by the Separation and Distribution Agreement and the Separation Step Plan.

“ Shared Use Agreement ” has the meaning set forth in the recitals.

“ SpinCo ” has the meaning set forth in the preamble.

“ SpinCo Active Trade or Business ” means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by SpinCo, its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code), and EQM and EQGP (and any other partnership for Federal Income Tax purposes the business of which is attributed to SpinCo pursuant to Revenue Ruling 92-17, Revenue Ruling 2002-49, and/or Revenue Ruling 2007-42) of the trades or businesses relied upon to satisfy Section 355(b) of the Code with respect to the Internal Distribution and the External Distribution (as further described in the Ruling Request and the Representation Letters) as conducted immediately prior to the Internal Distribution and the External Distribution, as applicable.

“ SpinCo Capital Stock ” means all classes or series of capital stock of SpinCo, including (a) the SpinCo Common Stock, (b) all options, warrants and other rights to acquire such capital stock and (c) all instruments properly treated as stock in SpinCo for Federal Income Tax purposes.

“ SpinCo Carryback ” means the carryback permitted under the Code or other applicable Tax Law of any net operating loss, net capital loss, excess tax credit, or other similar Tax Attribute of any member of the SpinCo Group from a Post-Distribution Period to a Pre-Distribution Period during which such member of the SpinCo Group was included in a Joint Return filed for such Pre-Distribution Period.

“ SpinCo Common Stock ” has the meaning ascribed to the term “SpinCo Shares” in the Separation and Distribution Agreement.

“ SpinCo Group ” means SpinCo and each of its Subsidiaries (including, for the avoidance of doubt, (a) any Subsidiary acquired or created by SpinCo after the External Distribution, (b) any entity to which SpinCo or any of its Subsidiaries is a successor for Federal Income Tax purposes and (c) Rice Energy Operating LLC, a Delaware limited liability company, Rice GPH LLC, a Delaware limited liability company, Rice Midstream GP LLC, a Delaware limited liability company, RMGP, Rice Midstream Holdings

LLC, a Delaware limited liability company, RMP, EQM Olympus Midstream LLC (formerly known as Rice Olympus Midstream LLC), a Delaware limited liability company, EQM West Virginia Midstream LLC (formerly known as Rice West Virginia Midstream LLC), a Delaware limited liability company, Strike Force Midstream LLC, a Delaware limited liability company, and Strike Force Midstream Holdings LLC, a Delaware limited liability company).

“ SpinCo Group Employees ” has the meaning ascribed to the term “SpinCo Employees” in the Employee Matters Agreement.

“ SpinCo Relevant Flow-Through Return ” means any Tax Return required to be filed by any member of the SpinCo Group which reflects items of income, gain, deduction, loss or credit that are required to be reported on any Tax Return of a member of the EQT Group (including, for the avoidance of doubt, IRS Form 1065 (and related Schedules K-1), and any similar state or local income Tax Return, of EQM or EQGP for any taxable period ending on or before the Distribution Date or any Straddle Period).

“ SpinCo Retained Tax Benefit ” means any Tax Benefit attributable to a SpinCo Comp Deduction.

“ SpinCo Retained Taxes ” means any EPC Consolidated WV Oil and Gas Producer/Operator Property Taxes imposed for any taxable period that are attributable to any member of the SpinCo Group, the Midstream Business or the Midstream Assets, as determined by EQT in good faith in accordance with past practice.

“ SpinCo Return ” has the meaning set forth in Section 4.02 .

“ SpinCo Separate Return ” means any Separate Return of SpinCo or any member of the SpinCo Group.

“ State Income Tax ” means any Tax imposed by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, or any city or municipality located therein, which is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income (and, for the avoidance of doubt, any interest, penalties, additions to tax, or additional amounts in respect of the foregoing).

“ State Income Tax Return ” means any Tax Return with respect to State Income Taxes.

“ State Other Tax ” means any Tax imposed by any State of the United States (or by any political subdivision of any such State) or the District of Columbia, or any city or municipality located therein, other than any State Income Taxes (and, for the avoidance of doubt, any interest, penalties, additions to tax, or additional amounts in respect of the foregoing).

“ Straddle Period ” means any Tax Period that begins on or before and ends after the External Distribution Date.

“ Subsidiary ” has the meaning set forth in the Separation and Distribution Agreement.

“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, unemployment, disability, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value-added, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Tax Advisor ” means a United States tax counsel or accountant of recognized national standing.

“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

“ Tax Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“ Tax Benefit ” means any Refund, credit, or other reduction in Taxes paid or payable. For purposes of this Agreement, the amount of any Tax Benefit Actually Realized by a Person as a result of any Tax item shall be determined on a “with and without basis.”

“ Tax Contest ” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for Refund).

“ Tax Dispute ” has the meaning set forth in Article 14 .

“ Tax-Free Status ” means:

(a) with respect to the First Contribution and the Internal Distribution, taken together, the qualification thereof as a transaction

(i) described in Section 368(a)(1)(D) and Section 355(a) of the Code,

(ii) in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2), 355(d), 355(e) and 361(c)(2) of the Code,

(iii) in which EPC, SpinCo, the members of their respective Groups and EQT recognize no income or gain for Federal Income Tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than gain recognized pursuant to Sections 357(a), 357(c), 361(a) and 752(d) with respect to any liabilities of EQM assumed or deemed assumed by SpinCo in excess of the basis in the assets transferred to SpinCo in the First Contribution; and

(b) with respect to the Second Contribution and the External Distribution (and the Debt-for-Equity Exchange, if any), taken together, the qualification thereof as a transaction

(i) described in Section 368(a)(1)(D) and Section 355(a) of the Code,

(ii) in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2), 355(d), 355(e) and 361(c)(2) of the Code, and

(iii) in which EQT, SpinCo, the members of their respective Groups and the shareholders of EQT recognize no income or gain for Federal Income Tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than (x) gain recognized pursuant to Section 361(b) of the Code with respect to any “other property or money” (within the meaning of Section 361(b) of the Code) received by EQT from SpinCo (if any) as part of the Second Contribution (including the Cash Payment, if any) that is not transferred to creditors or shareholders of EQT in connection with the Second Contribution and the External Distribution, or (y) intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“ Tax Item ” means, with respect to any Income Tax, any item of income, gain, loss, deduction, credit, or any other item that increases or decreases Taxes paid or payable.

“ Tax Law ” means the Law of any governmental entity or political subdivision thereof relating to any Tax.

“ Tax Opinions/Rulings ” means the opinions of Tax Advisors and/or the rulings by the IRS or other Tax Authorities delivered or issued to EQT in connection with, and regarding the Federal Income Tax treatment of, the Separation Transactions and/or the Partnership Transactions.

“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

“ Tax Return ” or “ Return ” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits, schedules or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Third Party ” has the meaning set forth in the Separation and Distribution Agreement.

“ Third-Party Claim ” has the meaning set forth in the Separation and Distribution Agreement.

“ Transferred Director ” has the meaning set forth in the Employee Matters Agreement.

“ Transition Services Agreement ” has the meaning set forth in the recitals.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of the Opinion Tax Advisor on which EQT may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that (a) the First Contribution and the Internal Distribution, taken together, and the Second Contribution and the External Distribution (and the Debt-for-Equity Exchange, if any), taken together, would have qualified for Tax-Free Status if the transaction in question did not occur and (b) except to the extent expressly ruled otherwise by the IRS in the Private Letter Ruling, (i) each of the Rice Merger, any acquisition of Exchange Debt by a financial institution in connection with a Debt-for-Equity Exchange, and any disposition of the Retained Shares (including pursuant to a Debt-for-Equity Exchange) are “part of a plan (or series of related transactions)” with the External Distribution for purposes of Section 355(e), (ii) none of the exceptions set forth in Section 355(e)(3) apply with respect to any acquisition of Retained Shares in exchange for any Exchange Debt acquired by a financial institution in connection with a Debt-for-Equity Exchange, and (iii) the Rice Merger and the disposition of all of the Retained Shares by EQT (including pursuant to a Debt-for-Equity Exchange) will result in one or more persons acquiring directly or indirectly stock representing no less than the Assumed 355(e) Interest in SpinCo for purposes of Section 355(e).

“ Upstream Business ” has the meaning set forth in the Ruling Request.

“ Waiver ” has the meaning set forth in Section 7.02(c) .

“ WV Oil and Gas Producer/Operator Property Tax ” means any property tax imposed by the State of West Virginia on the value of property used in (x) the extraction and production of oil and gas for sale and/or (y) the gathering and compression of gas, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

Article 2. Allocation of Tax Liabilities .

Section 2.01 General Rules .

(a) EQT Liability . EQT shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for, Taxes (or reduction in Refund) allocated to EQT under this Article 2 .

(b) SpinCo Liability . SpinCo shall be liable for, and shall indemnify and hold harmless the EQT Group from and against any liability for, Taxes (or reduction in Refund) allocated to SpinCo under this Article 2 .

(c) Costs and Expenses . The amounts for which EQT or SpinCo, as applicable, is liable pursuant to Section 2.01(a) and (b) , respectively, or for which either Company is liable pursuant to Section 2.08 , shall include all accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

(d) Reductions in Refund; Final Determinations . Any reference to Taxes in this Article 2 shall include, unless specifically excluded, (i) a reduction in Refund and (ii) any increase in such Tax as a result of a Final Determination.

(e) Employment Taxes . Notwithstanding anything contained in this Article 2 to the contrary, this Agreement shall not apply with respect to any liability or responsibility for Taxes allocated pursuant to the Employee Matters Agreement (including, without limitation, Section 3.05 thereof).

Section 2.02 United States Federal Income Taxes . Except as otherwise provided in Section 2.08 :

(a) EQT shall be responsible for any and all Federal Income Taxes due with respect to, or required to be reported on, any EQT Federal Consolidated Income Tax Return or any EQT Separate Return; and

(b) SpinCo shall be responsible for any and all Federal Income Taxes due with respect to, or required to be reported on, any SpinCo Separate Return.

Section 2.03 United States Federal Other Taxes . Except as otherwise provided in Section 2.08 :

(a) EQT shall be responsible for any and all Federal Other Taxes that are due with respect to, or required to be reported on, any EQT Separate Return; and

(b) SpinCo shall be responsible for any and all Federal Other Taxes that are due with respect to, or required to be reported on, any SpinCo Separate Return.

Section 2.04 State Income Tax es . Except as otherwise provided in Section 2.08 :

(a) EQT shall be responsible for any and all State Income Taxes due with respect to, or required to be reported on, any EQT State Combined Income Tax Return or any EQT Separate Return; and

(b) SpinCo shall be responsible for any and all State Income Taxes due with respect to, or required to be reported on, any SpinCo Separate Return.

Section 2.05 State Other Taxes . Except as otherwise provided in Section 2.08 :

(a) EQT shall be responsible for any and all State Other Taxes due with respect to, or required to be reported on, any EQT State Combined Other Tax Return or any EQT Separate Return (in each case, other than any such State Other Taxes that are SpinCo Retained Taxes); and

(b) SpinCo shall be responsible for any and all State Other Taxes due with respect to, or required to be reported on, any SpinCo Separate Return and any and all State Other Taxes that are SpinCo Retained Taxes.

Section 2.06 Foreign Income Taxes . Except as otherwise provided in Section 2.08 :

(a) EQT shall be responsible for any and all Foreign Income Taxes due with respect to, or required to be reported on, any EQT Foreign Combined Income Tax Return or any EQT Separate Return; and

(b) SpinCo shall be responsible for any and all Foreign Income Taxes due with respect to, or required to be reported on, any SpinCo Separate Return.

Section 2.07 Foreign Other Taxes . Except as otherwise provided in Section 2.08 :

(a) EQT shall be responsible for any and all Foreign Other Taxes due with respect to, or required to be reported on, any EQT Foreign Combined Other Tax Return or any EQT Separate Return; and

(b) SpinCo shall be responsible for any and all Foreign Other Taxes due with respect to, or required to be reported on, any SpinCo Separate Return.

Section 2.08 Certain Transaction and Other Taxes .

(a) SpinCo Liability . SpinCo shall be liable for, and shall indemnify and hold harmless the EQT Group from and against any liability for:

(i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Separation Transactions;

(ii) any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(iii) any Distribution Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 .

(b) EQT Liability . EQT shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:

(i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the EQT Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Separation Transactions;

(ii) any Tax resulting from a breach by EQT of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(iii) any Distribution Tax-Related Losses for which EQT is responsible pursuant to Section 7.05 .

Article 3. Proration of Taxes for Straddle Periods .

Section 3.01 General Method of Proration for Straddle Periods . In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Distribution Periods and Post-Distribution Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) and any other applicable Tax Law as reasonably interpreted and applied by EQT in its sole and absolute discretion. No election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s Tax Items). If the External Distribution Date is not an Accounting Cutoff Date, the provisions of Treasury Regulations Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the items (other than extraordinary items) for the month which includes the External Distribution Date.

Section 3.02 Transactions Treated as Extraordinary Item . In determining the apportionment of Tax Items between Pre-Distribution Periods and Post-Distribution Periods, any Tax Items relating to the Separation Transactions shall be treated as extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the External Distribution Date) be allocated to Pre-Distribution Periods, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall (to the extent occurring on or prior to the External Distribution Date) be allocated to Pre-Distribution Periods.

Article 4. Preparation and Filing of Tax Returns .

Section 4.01 EQT Returns . EQT shall prepare and timely file or cause to be prepared and timely filed (in each case, taking into account extensions), (a) all EQT Federal Consolidated Income Tax Returns, (b) all other Joint Returns, and (c) all EQT Separate Returns (each, an “ EQT Return ”). EQT shall file or cause to be filed all EQT Returns and shall pay or cause to be paid all Taxes shown to be due on any such EQT Return to the relevant Tax Authority, and SpinCo shall make any payments to EQT required pursuant to Article 5 in respect of any such EQT Return.

Section 4.02 SpinCo Returns . SpinCo shall prepare and timely file, or cause to be prepared and timely filed (in each case, taking into account extensions), all SpinCo Separate Returns and any other Tax Return required to be filed by or with respect to a member of the SpinCo Group other than any Tax Return which EQT is required to prepare pursuant to Section 4.01 (each, a “ SpinCo Return ”). SpinCo shall file or cause to be filed all SpinCo Returns and shall pay or cause to be paid all Taxes shown to be due on any such SpinCo Return to the relevant Tax Authority, and EQT shall make any payments to SpinCo required pursuant to Article 5 in respect of any such SpinCo Return.

Section 4.03 Tax Accounting Practices .

(a) General Rule . Except as otherwise provided in Section 4.03(b) , with respect to any Tax Return for which SpinCo is the Responsible Company that is a Tax Return for any Tax Period ending on or before the External Distribution Date, any Straddle Period or, to the extent Tax Items reported on such Tax Return could reasonably be expected to affect Tax Items reported on any Tax Return that EQT has the obligation or right to prepare and file (or cause to be prepared and filed), any Tax Period beginning after the External Distribution Date, including, for the avoidance of doubt, any SpinCo Relevant Flow-Through Return, (i) such Tax Return shall be prepared in accordance with past practices, accounting methods, elections and conventions (“ Past Practices ”) used with respect to the Tax Returns in question except as otherwise required by a subsequent change in Law, and to the extent there is no Past Practice with respect to any such Tax Item or in the event of a subsequent change in Law, in accordance with reasonable Tax accounting practices selected by SpinCo and reasonably acceptable to EQT, and (ii) notwithstanding anything to the contrary in clause (i), SpinCo shall not, and shall not permit or cause any member of the SpinCo Group to, take any position with respect to any Tax Item on any such Tax Return, or otherwise treat a Tax Item, in a manner that is inconsistent with the manner in which such Tax Item (or related Tax Items) is (or are) reported on a Tax Return which EQT has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.01 (unless there is no reasonable basis for such reporting). Except as otherwise provided in Section 4.03(b) , with respect to any Tax Return for which EQT is the Responsible Company, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by EQT.

(b) Reporting of Transactions . Except to the extent otherwise required by a change in applicable Tax Law or as a result of a Final Determination, neither EQT nor SpinCo shall, and neither shall permit or cause any member of its respective Group to, take any position that is inconsistent with (i) the Tax-Free Status (or analogous status under state, local or foreign Law), (ii) the Partnership Transactions Treatment (or analogous treatment under state, local or foreign Law), (iii) the 301 Distribution Treatment (or analogous treatment under state, local or foreign Law) or (iv) any of the Separation Transactions or the Partnership Transactions having the tax treatment described in the Tax Opinions/Rulings (or, if not so described in the Tax Opinions/Rulings, in the Separation Step Plan); provided that, in the case of this clause (iv), in any case or with respect to any item where there are no relevant Tax Opinions/Rulings, the Tax treatment of the Separation Transactions and the Partnership Transactions shall be as determined by EQT in its sole and absolute discretion (provided that any such determination shall be consistent with the Tax-Free Status, the Partnership Transactions Treatment and the 301 Distribution Treatment).

Section 4.04 Consolidated or Combined Tax Returns . Except as otherwise required pursuant to Section 4.03(b) , EQT shall determine in its sole and absolute discretion whether to file a Tax Return for any Tax Period as a Joint Return and the entities to be included in any Joint Return, and EQT shall (and shall be entitled to), in its sole and absolute discretion, make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Joint Return. SpinCo shall elect to join (and take any other action necessary to give effect to such election), and shall cause its respective Affiliates to elect to join (and take any other action necessary to give effect to such election), in filing any EQT

Federal Consolidated Income Tax Returns, EQT State Combined Income Tax Returns, EQT Foreign Combined Income Tax Returns and any other Joint Returns that EQT determines are required to be filed or that EQT chooses to file.

Section 4.05 Right to Review Tax Returns .

(a) General . The Responsible Company with respect to any Tax Return shall make such Tax Return (or the relevant portions thereof) and related workpapers and other supporting documents available for review by the other Company, if requested, to the extent (i) such Tax Return relates to Taxes for which such other Company (or any of its Affiliates) is or would reasonably be expected to be liable (including in its capacity as a direct or indirect equity holder, including in respect of a SpinCo Relevant Flow-Through Return), (ii) such other Company (or any of its Affiliates) is or would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return (including in its capacity as a direct or indirect equity holder, including in respect of a SpinCo Relevant Flow-Through Return), (iii) such Tax Return relates to Taxes for which such other Company would reasonably be expected to have a claim for Refunds or other Tax Benefits under this Agreement (including in its capacity as a direct or indirect equity holder, including in respect of a SpinCo Relevant Flow-Through Return), or (iv) reasonably necessary for the other Company to confirm compliance with the terms of this Agreement. The Responsible Company shall use reasonable efforts to make such Tax Return (or relevant portions thereof), workpapers and other supporting documents available for review as required under this Section 4.05(a) sufficiently in advance of the due date for filing of such Tax Return to provide the other Company with a meaningful opportunity to review and comment on such Tax Return. The Companies shall attempt in good faith to resolve any disagreement arising out of the review of such Tax Return and, failing such resolution, any disagreement shall be resolved in accordance with the dispute resolution provisions of Article 14 as promptly as practicable.

(b) Execution of Returns Prepared by Other Company . In the case of any Tax Return required to be prepared and filed by one Company under this Agreement and required by Law to be signed by the other Company (or by its authorized representative), the Company legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement, unless there is at least a reasonable basis (or comparable standard under state, local or foreign Law) for the Tax treatment of each material item reported on the Tax Return.

Section 4.06 SpinCo Carrybacks and Claims for Refund . Unless EQT otherwise consents in writing, SpinCo shall (and shall cause each member of the SpinCo Group to) (i) not file any Adjustment Request with respect to any Joint Return (or any other Tax Return reflecting or affecting Taxes for which EQT is responsible under Article 2 ), (ii) make any available election to relinquish, waive or otherwise forgo any SpinCo Carryback arising in a Post-Distribution Period to any Joint Return, and (iii) not make any affirmative election to claim any such SpinCo Carryback.

Section 4.07 Apportionment of Earnings and Profits and Tax Attributes .

(a) If the EQT Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or the members of the SpinCo Group and treated as a carryover

to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by EQT in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22 and 1.1502-79 (and, if applicable, 1.1502-21A and 1.1502-79A).

(b) No Tax Attribute with respect to consolidated Federal Income Tax of the EQT Affiliated Group, other than those described in Section 4.07(a) , and no Tax Attribute with respect to consolidated, combined, unitary or similar State Income Tax or Foreign Income Tax, in each case, arising in respect of a Joint Return shall be apportioned to SpinCo or any member of the SpinCo Group, except as EQT (or such member of the EQT Group as EQT shall designate) determines is otherwise required under applicable Tax Law.

(c) EQT (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 4.07 and applicable Tax Law and the amount of tax basis and earnings and profits to be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 4.07 and applicable Tax Law, and shall provide written notice of the calculation thereof to SpinCo as soon as reasonably practicable after the information necessary to make such calculation becomes available to EQT. For the avoidance of doubt, EQT shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 4.07 to be accurate under applicable Tax Law.

(d) The written notice delivered by EQT pursuant to Section 4.07(c) shall be binding on SpinCo and each member of the SpinCo Group and shall not be subject to dispute resolution. Except to the extent otherwise required by a change in applicable Tax Law or pursuant to a Final Determination, SpinCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice.

(e) Notwithstanding any of the above, the foregoing provisions of this Section 4.07 shall not be construed as obligating EQT to undertake any determination described therein. In the event that SpinCo requests that EQT undertake any such determination and EQT determines, in its sole and absolute discretion, not to undertake such determination and so advises SpinCo, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify EQT of its determination (which determination shall not be binding on EQT).

Article 5. Tax Payments .

Section 5.01 Payment of Taxes . In the case of any Tax Return reflecting Taxes for which the Company that is not the Responsible Company is responsible under Article 2 :

(a) Computation and Payment of Tax Due . The Responsible Company shall pay any Tax with respect to any such Tax Return required to be paid to the applicable Tax Authority on or before the relevant Payment Date (and provide notice and proof of payment to the other Company).

(b) Computation and Payment of Liability with Respect to Tax Due . The Responsible Company shall compute the amount of Taxes with respect to such Tax Return for which the other Company is liable under the provisions of Article 2 and shall provide written notice and

demand for payment of such amount, accompanied by a statement detailing the Taxes paid and the calculation of the amount payable by the other Company and describing in reasonable detail the particulars relating thereto, to the other Company. The other Company shall pay to the Responsible Company the amount of Taxes with respect to such Tax Return for which the other Company is liable under the provisions of Article 2 within thirty (30) business days of the date of receipt of such written notice and demand from the Responsible Company; provided that no such payment shall be required to be made any earlier than five (5) business days prior to the relevant Payment Date.

(c) Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment. The Responsible Company shall compute the amount of Taxes with respect to such Final Determination for which the other Company is liable under the provisions of Article 2 and shall provide written notice and demand for payment of such amount, accompanied by a statement detailing the Taxes paid and the calculation of the amount payable by the other Company and describing in reasonable detail the particulars relating thereto, to the other Company. The other Company shall pay to the Responsible Company the amount for which the other Company is liable with respect to such adjustment under the provisions of Article 2 within thirty (30) business days of the date of receipt of such written notice and demand from the Responsible Company; provided that no such payment shall be required to be made any earlier than five (5) business days prior to the date the additional Tax is required to be paid to the applicable Tax Authority.

Section 5.02 Indemnification Payments .

(a) If any Company (the “ Payor ”) is required to pay to a Tax Authority or other party any amounts in respect of Taxes that another Company (the “ Required Party ”) is liable for under this Agreement, the Required Party shall reimburse the Payor (and/or pay any other amounts payable by the Required Party in respect of such Taxes under Article 2 ) within twenty (20) business days of delivery by the Payor to the Required Party of a written notice and demand for payment of such amount, accompanied by evidence of payment and a statement detailing the Taxes paid and the calculation of the amount payable by the Required Party and describing in reasonable detail the particulars relating thereto.

(b) All indemnification payments under this Agreement shall be made by EQT directly to SpinCo and vice versa; provided , however that, if the Companies mutually agree with respect to any such indemnification payment, any member of the EQT Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa.

Article 6. Tax Benefits .

Section 6.01 Tax Benefits .

(a) Except as otherwise provided herein, (i) EQT shall be entitled to any Refund of any Taxes for which EQT is liable hereunder and (ii) SpinCo shall be entitled to any Refund of any Taxes

for which SpinCo is liable hereunder (other than any Refund to which EQT is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof), and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes and professional fees) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund, to such other Company within thirty (30) business days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

(b) If (i) a member of the SpinCo Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the EQT Group is liable hereunder or otherwise, (B) as a result of any liability, obligation, loss or payment (each, a “ Loss ”) for which a member of the EQT Group is required to indemnify any member of the SpinCo Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), (C) that is an EQT Retained Tax Benefit or (D) as a result of any Section 336(e) Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by any member of the SpinCo Group as a result of any step-up in asset basis for Federal Income Tax purposes resulting from such Section 336(e) Election, except to the extent any such Tax Benefit is directly attributable to Taxes imposed on any member of the EQT Group as a result of such Section 336(e) Election and for which a member of the SpinCo Group has actually indemnified EQT pursuant to this Agreement), or (ii) a member of the EQT Group Actually Realizes any Tax Benefit (A) as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder or otherwise, (B) as a result of any Loss for which a member of the SpinCo Group is required to indemnify any member of the EQT Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement), or (C) that is a SpinCo Retained Tax Benefit, SpinCo or EQT, as the case may be, shall make a payment to the other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash within thirty (30) business days of Actually Realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 6.01(b) is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

(c) No later than twenty (20) business days after a Tax Benefit described in Section 6.01(b) is Actually Realized by a member of the EQT Group or a member of the SpinCo Group, EQT (if a member of the EQT Group Actually Realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group Actually Realizes such Tax Benefit), as the case may be, shall provide the other Company with a written calculation of the amount payable to such other

Company pursuant to Section 6.02(b) . In the event that EQT or SpinCo, as the case may be, disagrees with any such calculation described in this Section 6.01(c) , EQT or SpinCo shall so notify the other Company in writing within fifteen (15) business days of receiving such written calculation. EQT and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Article 6 shall be determined in accordance with the dispute resolution provisions of Article 14 as promptly as practicable.

(d) SpinCo shall be entitled to any Refund Actually Realized by a member of the EQT Group that is attributable to, and would not have arisen but for, a SpinCo Carryback that is required under applicable Tax Law and is not effected in violation of Section 4.06 ; provided , however , that SpinCo shall indemnify and hold the members of the EQT Group harmless from and against any and all collateral Tax consequences resulting from, attributable to or caused by any such SpinCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the EQT Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such SpinCo Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such SpinCo Carryback. Any such payment of such Refund made by any member of the EQT Group to SpinCo pursuant to this Section 6.01(d) shall be recalculated as appropriate in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Tax Attribute of the EQT Group to a Tax Period in respect of which such Refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to the EQT Group such that the aggregate amount paid pursuant to this Section 6.01(d) equals such recalculated amount.

(e) Any determinations with respect to any Refund or other Tax Benefit to which a Group may be entitled pursuant to any of the foregoing provisions of Section 6.01 shall be made without duplication of any Refund, Tax Benefit or Tax Item to the extent already taken into account (i) in determining any entitlement of such Group to any amounts pursuant to any other provision of this Section 6.01 or this Agreement or (ii) to reduce any Liability for Taxes of such Group pursuant to Article 2 .

(f) For purposes of this Agreement, the amount of any Refund required to be paid to another Company shall be reduced by the net amount of any Income Taxes imposed on, related to, or attributable to, the receipt or accrual of such Refund.

Section 6.02 EQT and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation .

(a) Allocation of Deductions . To the extent permitted by applicable Tax Law, Income Tax deductions arising from exercises of compensatory options, settlement of restricted stock unit awards, or exercises, vesting or settlement of any other compensatory equity or equity-based award, in each case, with respect to EQT stock or SpinCo stock, and in each case following the External Distribution (such options, restricted share awards, restricted stock unit awards, and other compensatory equity or equity-based awards, collectively, “ Compensatory Equity Interests ”), shall be claimed (A) in the case of an EQT Group Employee, Former EQT Group Employee or EQT Non-Employee Director (an “ EQT Comp Deduction ”), solely by the

EQT Group, and (B) in the case of a SpinCo Group Employee, Former SpinCo Group Employee or Transferred Director (a “ SpinCo Comp Deduction ”), solely by the SpinCo Group. To the extent that any EQT Comp Deduction may not be claimed under applicable Tax Law by a member of the EQT Group but may be claimed under applicable Tax Law by a member of the SpinCo Group, SpinCo shall (or shall cause the relevant member of the SpinCo Group to) claim such deduction. To the extent that any SpinCo Comp Deduction may not be claimed under applicable Tax Law by a member of the SpinCo Group but may be claimed under applicable Tax Law by a member of the EQT Group, EQT shall (or shall cause the relevant member of the EQT Group) to claim such deduction.

(b) Withholding and Reporting . Tax reporting and withholding with respect to Compensatory Equity Interests shall be governed by Section 4.02(j)(ii) of the Employee Matters Agreement. Certain Tax reporting and withholding matters with respect to SpinCo Employees for the Tax Period that includes the External Distribution are addressed in, and shall be governed by, Section 3.05 of the Employee Matters Agreement. In the event of any conflict between this Agreement and the Employee Matters Agreement with respect to Tax withholding and reporting obligations relating to compensation or compensatory matters, the Employee Matters Agreement shall control.

Article 7. Tax-Free Status .

Section 7.01 Representations .

(a) Each of EQT and SpinCo hereby represents and warrants that (i) it has examined the Ruling Request, the Representation Letters and the Tax Opinions/Rulings (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions and policies of it, its Subsidiaries, its business or its Group) and (ii) all statements, information, representations and covenants contained therein that relate to such Company or any member of its Group are true, correct and complete.

(b) SpinCo hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or fail to take any action), or knows of any circumstance that would or could reasonably be expected to (i) cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, the Ruling Request, any of the Representation Letters or any of the Tax Opinions/Rulings to be untrue or (ii) adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transaction Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).

(c) SpinCo hereby represents and warrants that, during the two-year period ending on the External Distribution Date, there was no (and there will not be any) “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a

significant portion of the SpinCo Capital Stock (or any predecessor); provided , however , that no representation is made regarding any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of EQT who are not officers or directors of SpinCo.

Section 7.02 Restrictions on SpinCo .

(a) Inconsistent Actions . SpinCo shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Ruling Request, any Representation Letter, any Tax Opinions/Ruling, this Agreement, the Separation and Distribution Agreement or any of the Ancillary Agreements. SpinCo shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transactions Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).

(b) Active Trade or Business . From the date hereof until the first day after the Restriction Period, SpinCo shall (i) maintain its status as a company engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code.

(c) Additional SpinCo Restrictions . From the date hereof until the first day after the Restriction Period, SpinCo shall not:

(i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo’s charter or bylaws or otherwise),

(ii) merge or consolidate with any other Person or liquidate or partially liquidate (including any transaction treated as a liquidation or partial liquidation for Federal Income Tax purposes),

(iii) in a single transaction or series of transactions (A) sell or transfer or cause or permit any of its Affiliates to sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of (x) the assets that were transferred to SpinCo pursuant to a Contribution or (y) the assets of EQM or EQGP or any of their respective Subsidiaries, (B) sell or transfer or cause or permit any of its

Affiliates to sell or transfer, directly or indirectly, 50% or more of the gross assets of the SpinCo Active Trade or Business or (C) sell or transfer or cause or permit any of its Affiliates to sell or transfer, directly or indirectly, 30% or more of the consolidated gross assets of SpinCo and its Affiliates (in each case, (x) such percentages to be measured based on fair market value as of the External Distribution Date, (y) for this purpose, a sale or transfer of assets includes any transaction treated as a sale or transfer of such assets for Federal Income Tax purposes and (z) a sale or transfer of assets does not include a merger or other combination of EQM and EQGP treated as a merger or consolidation pursuant to Treasury Regulations Section 1.708-1(c), if such merger or other combination does not result in any decrease in SpinCo’s direct or indirect interest in any of the assets described in this clause Section 7.02(c)(iii) ),

(iv) redeem or otherwise repurchase (directly or through an Affiliate of SpinCo) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment by Revenue Procedure 2003-48),

(v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock),

(vi) directly or indirectly sell, convey or otherwise transfer any equity interest in EQGP, cause or permit EQGP to sell, convey or otherwise transfer any equity interest in EQM, cause or permit EQGP or EQM to issue, reclassify or redeem any equity interest in EQGP or EQM, or otherwise take or fail to take any other action or cause or permit EQGP or EQM to take or fail to take any other action, if such sale, conveyance, transfer, issuance, reclassification, redemption or other action or failure to act would or reasonably could result in SpinCo holding less than (i) a 35% interest, directly or indirectly through EQGP, in each of the profit, loss and capital of EQM or, (ii) in the case of or following a merger or other combination of EQM and EQGP in any form, a 35% interest, directly or indirectly, in each of the profit, loss and capital of the successor or survivor (an “ EQM Successor ”) (in the case of each of clause (i) and (ii), within the meaning of Revenue Ruling 92-17 and Revenue Ruling 2002-49, and otherwise determined in accordance with the Ruling Request and the Tax Opinions/Rulings),

(vii) cease to provide or be treated as providing “active and substantial management functions” (within the meaning of Revenue Ruling 92-17, and otherwise consistent with the description of the active and substantial management functions to be provided by SpinCo to EQM set forth in the Ruling Request and the Tax Opinions/Rulings) to EQM or an EQM Successor, or

(viii) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation or covenant made in the Ruling Request, the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this

Section 7.02(c) ) would or reasonably could have the effect of causing or permitting one or more Persons to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status,

unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vii), (A) SpinCo shall have requested that EQT obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with Section 7.04(b) and (d) of this Agreement (a “ Post-Distribution Ruling ”) to the effect that such transaction will not affect the Tax-Free Status and EQT shall have received such a Post-Distribution Ruling in form and substance satisfactory to EQT in the exercise of its reasonable discretion (and in exercising such discretion, EQT may consider, among other relevant facts and circumstances, the appropriateness of any underlying assumptions and management’s representations made in connection with such Post-Distribution Ruling), or (B) SpinCo shall have provided EQT with an Unqualified Tax Opinion in form and substance satisfactory to EQT in the exercise of its reasonable discretion (and in exercising such discretion, EQT may consider, among other relevant facts and circumstances, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion) or (C) EQT shall have waived (which waiver may be withheld by EQT in its sole and absolute discretion) the requirement to obtain such a Post-Distribution Ruling or Unqualified Tax Opinion (a “ Waiver ”).

Section 7.03 Restrictions on EQT . EQT agrees that it will not take or fail to take, or cause or permit any member of the EQT Group to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Ruling Request, this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letter or any Tax Opinions/Ruling. EQT agrees that it will not take or fail to take, or cause or permit any member of the EQT Group to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transactions Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).

Section 7.04 Procedures Regarding Opinions and Rulings .

(a) Notified Actions . If SpinCo notifies EQT that it desires to take one of the actions described in clauses (i) through (viii) of Section 7.02(c) (a “ Notified Action ”), EQT and SpinCo shall reasonably cooperate to attempt to obtain the Post-Distribution Ruling or Unqualified Tax Opinion referred to in Section 7.02(c) , unless EQT shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

(b) Rulings or Unqualified Tax Opinions at SpinCo’s Request . Unless EQT shall have waived the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion, upon the reasonable request of SpinCo pursuant to Section 7.02(c) , EQT shall cooperate with SpinCo and use its commercially reasonable efforts to seek to obtain, as expeditiously as possible, a Post-Distribution Ruling or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Notwithstanding the foregoing, in no event shall EQT be

required to file or cooperate in the filing of any request for a Post-Distribution Ruling under this Section 7.04(b) , unless SpinCo represents that (i) it has reviewed the request for such Post-Distribution Ruling, and (ii) all statements, information and representations, if any, relating to any member of the SpinCo Group, contained in such request and related private letter ruling documents are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse EQT for all reasonable out-of-pocket costs and expenses incurred by the EQT Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SpinCo within twenty (20) business days after receiving an invoice from EQT therefor.

(c) Rulings or Unqualified Tax Opinions at EQT’s Request . EQT shall have the right to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If EQT determines to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause its Affiliates to) cooperate with EQT and take any and all actions reasonably requested by EQT in connection with obtaining the Post-Distribution Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS, any other applicable Tax Authority or a Tax Advisor; provided , that SpinCo shall not be required to make (or cause any of its Affiliate to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). EQT shall reimburse SpinCo for all reasonable out of pocket costs and expenses incurred by the SpinCo Group in obtaining a Post-Distribution Ruling or an Unqualified Tax Opinion requested by EQT within twenty (20) business days after receiving an invoice from SpinCo therefor.

(d) Ruling Process Control . EQT shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only EQT shall be permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling pursuant to Section 7.04(b) , (i) EQT shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by EQT in connection therewith; (ii) EQT shall (A) reasonably in advance of the submission of any related private letter ruling documents provide SpinCo with a draft copy thereof, (B) reasonably consider SpinCo’s comments on such draft copy, and (C) provide SpinCo with a final copy; and (iii) EQT shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS or other applicable Tax Authority (subject to the approval of the IRS or such Tax Authority) that relate to such Post-Distribution Ruling. Neither SpinCo nor any of its Affiliates shall seek any guidance from the IRS or any other Tax Authority (whether written, oral or otherwise) at any time concerning the Contributions, the Distributions, the Partnership Transactions or any of the other Separation Transactions (including the impact of any transaction on any of the foregoing).

Section 7.05 Liability for Distribution Tax-Related Losses .

(a) SpinCo Liability for Distribution Tax-Related Losses . Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, but subject to Section 7.05(c) , and in each case regardless of whether a Post-Distribution Ruling, Unqualified Tax Opinion or Waiver may have been obtained or provided, SpinCo shall be responsible for, and shall indemnify and hold harmless EQT and its Affiliates from and against, any Distribution Tax-Related Losses that are attributable to or result from any one or more of the following:

(i) the acquisition (other than pursuant to the Contributions or the Distributions) of all or a portion of SpinCo’s Capital Stock or all or a portion of SpinCo’s and/or its Affiliates’ stock and/or assets by any means whatsoever by any Person, (ii) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by SpinCo, any of its Affiliates, or any one or more officers or directors of SpinCo or any other member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events (including, without limitation, stock issuances (pursuant to the exercise of stock options or otherwise), grants of options, equity interests of SpinCo or other compensatory interests, capital contributions or acquisitions, or any series of such transactions or events) that cause either of the 355 Distributions to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, a Fifty-Percent or Greater Interest in SpinCo (or any successor thereof), (iii) any action or failure to act by SpinCo or any of its Affiliates after the External Distribution (including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (iv) any act or failure to act by SpinCo or any of its Affiliates described in Section 7.02 (regardless whether such act or failure to act is covered by a Post-Distribution Ruling, Unqualified Tax Opinion or Waiver) or (v) any breach by SpinCo of its agreements and representations set forth in Section 7.01 .

(b) EQT Liability for Distribution Tax-Related Losses . Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c) , EQT shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates from and against any Distribution Tax-Related Losses that are attributable to, or result from any one or more of the following: (i) the acquisition (other than pursuant to the Contributions or the Distributions) of all or a portion of EQT’s stock or all or a portion of EQT’s and/or its or its subsidiaries’ stock and/or assets by any means whatsoever by any Person, (ii) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by EQT, any of its Affiliates, or any one or more officers or directors of EQT or of any other member of the EQT Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events (including, without limitation, stock issuances (pursuant to the exercise of stock options or otherwise), grants of options, equity interests of EQT or other compensatory interests, capital contributions or acquisitions, or any series of such transactions or events) that cause the External Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, a Fifty-Percent or Greater Interest in EQT (or any successor thereof), (iii) any action or failure to act by EQT or any of its Affiliates described in Section 7.03 or (iv) any breach by EQT of its agreement and representations set forth in Section 7.01(a) .

(c) Shared Liability for Distribution Tax-Related Losses . To the extent that any Distribution Tax-Related Loss is subject to indemnity under both Section 7.05(a) and (b) , responsibility for such Distribution Tax-Related Loss shall be shared by EQT and SpinCo according to relative fault as determined by EQT in good faith, it being agreed and understood that any transactions that occurred prior to the External Distribution (including, for the avoidance

of doubt, the Rice Merger), any acquisition of any Exchange Debt by a financial institution in connection with the Debt-for-Equity Exchange and any disposition of the Retained Shares by EQT (including pursuant to any Debt-for-Equity Exchange) shall not be taken into account in determining relative fault for any Distribution Tax-Related Loss caused in whole or in part by any action or failure to act following the External Distribution.

(d) Payment of Distribution Tax-Related Losses Owed . SpinCo shall pay EQT the amount of any Distribution Tax-Related Losses for which SpinCo is responsible under this Section 7.05 : (i) in the case of Distribution Tax-Related Losses described in clause (a) of the definition of Distribution Tax-Related Losses no later than five (5) business days prior to the date EQT files, or causes to be filed, the applicable Tax Return, or, if such Distribution Tax-Related Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” no later than five (5) business days prior to the due date for making payment with respect to such Final Determination and (ii) in the case of Distribution Tax-Related Losses described in clause (b) or (c) of the definition of Distribution Tax-Related Losses, no later than five (5) business days after the date EQT pays such Distribution Tax-Related Losses. EQT shall pay SpinCo the amount of any Distribution Tax-Related Losses described in clause (b) or (c) of the definition of Tax-Related Losses for which EQT is responsible under this Section 7.05 no later than five (5) business days after the date SpinCo pays such Distribution Tax-Related Losses. Each Company shall have the right to review the calculation of Distribution Tax-Related Losses prepared by the other Company, including any related workpapers and other supporting documentation.

Section 7.06 Section 336(e) Election . If EQT determines, in its sole and absolute discretion, that a protective election under Section 336(e) of the Code (a “ Section 336(e) Election ”) shall be made with respect to the External Distribution, SpinCo shall (and shall cause its relevant Affiliates to) join with EQT or the relevant member of the EQT Group in the making of such election and shall take any action reasonably requested by EQT or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the External Distribution, then this Agreement shall be amended in such a manner as is determined by EQT in good faith to take into account such Section 336(e) Election.

Section 7.07 Certain Assumptions . For purposes of this Agreement (including the restrictions and covenants and obligations of the parties set forth in this Article 7 , the requirements for an Unqualified Tax Opinion, and any other provision of this Agreement or determination hereunder relating to the Tax-Free Status of the 355 Distributions (or the application of Section 355(e) thereto)), it shall be assumed that, except to the extent expressly ruled otherwise by the IRS in the Private Letter Ruling, (a) each of the Rice Merger, any acquisition of Exchange Debt by a financial institution in connection with a Debt-for-Equity Exchange, and any disposition of the Retained Shares (including pursuant to a Debt-for-Equity Exchange) are “part of a plan (or series of related transactions)” with the External Distribution for purposes of Section 355(e) (b) none of the exceptions set forth in Section 355(e)(3) apply with respect to any acquisition of Retained Shares in exchange for any Exchange Debt acquired by a financial institution in connection with a Debt-for-Equity Exchange and (c) the Rice Merger and the disposition of all of the Retained Shares by EQT (including pursuant to a Debt-for-

Equity Exchange) will result in one or more persons acquiring directly or indirectly stock representing no less than the Assumed 355(e) Interest in SpinCo for purposes of Section 355(e).

Article 8. Assistance and Cooperation .

Section 8.01 Assistance and Cooperation .

(a) Each of the Companies shall provide (and cause its Affiliates to provide) the other and its agents, including accounting firms and legal counsel, with such cooperation or information as such other Company reasonably requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Company and its Affiliates as provided in Article 9 . Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining and interpreting information and documents relevant to Taxes.

(b) Any information or documents provided under this Article 8 or Article 9 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns, in connection with any administrative or judicial proceedings relating to Taxes or as required by its financial statement auditors. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall either of the Companies or any of its respective Affiliates be required to provide the other Company or any of its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that either Company determines that the provision of any information to the other Company or its Affiliates could be commercially detrimental, violate any Law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with their obligations under this Article 8 or Article 9 in a manner that avoids any such harm or consequence.

Section 8.02 Income Tax Return Information . SpinCo and EQT acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by EQT or SpinCo pursuant to Section 8.01 or this Section 8.02 . SpinCo and EQT acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by EQT or SpinCo could cause irreparable harm. Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

Section 8.03 Reliance by EQT . If any member of the SpinCo Group supplies information to a member of the EQT Group in connection with a Tax liability and an officer of a

member of the EQT Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the EQT Group identifying the information being so relied upon, the Chief Financial Officer of SpinCo (or any officer of SpinCo as designated by the Chief Financial Officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the EQT Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Article 8 , a member of the EQT Group with inaccurate or incomplete information in connection with a Tax liability.

Section 8.04 Reliance by SpinCo . If any member of the EQT Group supplies information to a member of the SpinCo Group in connection with a Tax liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the Chief Financial Officer of EQT (or any officer of EQT as designated by the Chief Financial Officer of EQT) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. EQT agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the EQT Group having supplied, pursuant to this Article 8 , a member of the SpinCo Group with inaccurate or incomplete information in connection with a Tax liability.

Article 9. Tax Records .

Section 9.01 Retention of Tax Records . Each Company shall preserve and keep all Tax Records in its possession relating to the assets and activities of the Group for Pre-Distribution Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) after the expiration of any applicable statutes of limitations (taking into account extensions), or (b) seven (7) years after the External Distribution Date (such later date, the “ Retention Date ”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such ninety (90)-day period, all or any part of such Tax Records.

Section 9.02 Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying/scanning during normal business hours upon reasonable notice all Tax Records to the extent reasonably required by the other

Company in connection with the preparation of financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Article 10. Tax Contests .

Section 10.01 Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending or threatened Tax audit, assessment or proceeding or other Tax Contest relating to Taxes, Refunds or Tax Benefits for which it may be entitled to indemnification by the other Company hereunder or for which it may be required to indemnify the other Company hereunder. Such notice shall include copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability and/or other relevant Tax matters in reasonable detail. The failure of one Company to notify the other of such communication in accordance with the immediately preceding sentences shall not relieve such other Company of any liability or obligation to pay such Tax or make indemnification payments under this Agreement, except to the extent that the failure timely to provide such notification actually prejudices the ability of such other Company to contest such Tax liability (or contest any determination in respect of any Refund or Tax Benefit) or increases the amount of such Tax liability (or reduces the amount of such Refund or Tax Benefit).

Section 10.02 Control of Tax Contests .

(a) Separate Company Taxes .

(i) In the case of any Tax Contest with respect to any EQT Separate Return, EQT shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section 10.02(c) and Section 10.02(e) .

(ii) In the case of any Tax Contest with respect to any SpinCo Separate Return, SpinCo shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section 10.02(d) and Section 10.02(e) .

(b) Joint Returns and Certain Other Returns. In the case of any Tax Contest with respect to any Joint Return, EQT shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section 10.02(c) and Section 10.02(e) .

(c) SpinCo Rights . In the case of any Tax Contest described in Section 10.02(a)(i) or Section 10.02(b) (other than, in each case, any Tax Contest described in Section 10.02(e) ), if, as a result of such Tax Contest, SpinCo could reasonably be expected to become liable to make any indemnification payment to EQT hereunder in excess of $500,000, then, (1i) EQT shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by EQT with respect to such Tax Contest, (ii) EQT shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) EQT shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax

Contest, (iv) EQT shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (v) EQT shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest and (vi) EQT shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned or delayed.

(d) EQT Rights . In the case of any Tax Contest described in Section 10.02(a)(ii) (other than any Tax Contest described in Section 10.02(e) ), if, as a result of such Tax Contest, EQT could reasonably be expected to become liable to make any indemnification payment to SpinCo hereunder or incur a liability for any Taxes (including as a result of a Tax Contest involving a SpinCo Relevant Flow-Through Return), in each case, in excess of $500,000, then (i) SpinCo shall keep EQT reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by SpinCo with respect to such Tax Contest, (ii) SpinCo shall timely provide EQT with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) SpinCo shall consult with EQT reasonably in advance of taking any significant action in connection with such Tax Contest, (iv) SpinCo shall consult with EQT and offer EQT a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (v) SpinCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (vi) EQT shall be entitled to participate in such Tax Contest, and (vii) SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of EQT, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) Distribution-Related Tax Contests . EQT shall have exclusive control over any Distribution-Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section 10.02(e) . In the event of any Distribution-Related Tax Contest as a result of which SpinCo could reasonably be expected to become liable for any Distribution Tax-Related Losses, (i) EQT shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by EQT with respect to such Tax Contest, (ii) EQT shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) EQT shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest, and (iv) EQT shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Distribution-Related Tax Contest shall be made in the sole and absolute discretion of EQT and shall be final and not subject to the dispute resolution provisions of Article 14 or Article VII of the Separation and Distribution Agreement.

(f) Power of Attorney . Each member of the SpinCo Group shall execute and deliver to EQT (or such member of the EQT Group as EQT shall designate) any power of attorney or other similar document reasonably requested by EQT (or such designee) in connection with any Tax Contest controlled by EQT described in this Article 10 . Each member of the EQT Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall

designate) any power of attorney or other similar document reasonably requested by SpinCo (or such designee) in connection with any Tax Contest controlled by SpinCo described in this Article 10 .

Article 11. Effective Date; Termination of Prior Intercompany Tax Allocation Agreements . This Agreement shall be effective as of the Effective Time. As of the Effective Time, (a) all prior intercompany Tax allocation agreements or arrangements solely between or among any member(s) of the EQT Group, on the one hand, and any member(s) of the SpinCo Group, on the other hand, shall be terminated, and (b) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the EQT Group, or by or to the SpinCo Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement. For the avoidance of doubt, any SpinCo Contracts (as defined in the Separation and Distribution Agreement), and any provisions in respect of Taxes contained therein, shall not be terminated pursuant to the foregoing.

Article 12. Survival of Obligations . The representations, warranties, covenants and agreements set forth in this Agreement and Liability for the breach of any obligations contained herein shall be unconditional and absolute and shall remain in effect without limitation as to time.

Article 13. Treatment of Payments; Tax Gross Up .

Section 13.01 Treatment of Indemnity Payments . In the absence of any change in Tax treatment under the Code or other applicable Tax Law and except as otherwise agreed between the Companies or as otherwise required by applicable Law, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (a) any payment required by this Agreement or by the Separation and Distribution Agreement as, as applicable, (i) a contribution by EPC to SpinCo or a distribution by SpinCo to EPC, as the case may be, occurring immediately prior to the Internal Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulations Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)), (ii) a contribution by EQT to SpinCo or a distribution by SpinCo to EQT, as the case may be, occurring immediately prior to the External Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulations Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)), (iii) an adjustment to the purchase price, or (iv) as payments of an assumed or retained liability, as determined by EQT in its sole and absolute discretion; and (b) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.

Section 13.02 Tax Gross Up . If notwithstanding the manner in which payments described in Section 13.01(a) were reported, there is an adjustment to the Tax liability of a

Company or a member of its Group as a result of its receipt of a payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive.

Section 13.03 Interest . Anything herein to the contrary notwithstanding, to the extent one Company (such Company in its capacity as an indemnitor, an “ Indemnitor ”) makes a payment of interest to another Company (such Company in its capacity as an indemnitee, an “ Indemnitee ”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by Law) and as interest income by the Indemnitee (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Article 14. Dispute Resolution . The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disputes or disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (other than a High-Level Dispute) (a “ Tax Dispute ”) between any member of the EQT Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve such Tax Dispute. If such good faith negotiations do not resolve such Tax Dispute, then the matter will be referred to a Tax Advisor acceptable to each of EQT and SpinCo. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such dispute or disagreement. The Tax Advisor shall resolve the Tax Dispute according to such procedures as the Tax Advisor deems advisable and shall furnish written notice to EQT and SpinCo of its resolution of any such Tax Dispute as soon as practicable, but in any event no later than forty-five (45) days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be consistent with the terms of this Agreement, and if so consistent, will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Article 15 (and except as provided in the immediately following sentence), each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any Tax Dispute or High-Level Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement (provided, in the case of a Tax Dispute, that the procedures for resolution thereof set forth in this Article 14 shall apply in lieu of Section 7.1 of the Separation and Distribution Agreement, and the Parties may commence arbitration pursuant to Section 7.2 thereof only if there is a dispute or disagreement about whether any resolution by

the Tax Advisor is consistent with the terms of this Agreement ) . Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, each of EQT and SpinCo is the only member of its respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of EQT and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Article 14 .

Article 15. Expenses . Except as otherwise provided in this Agreement or the Transition Services Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with the preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Article 16. Late Payments . Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent (2%), compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Article 16 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Article 16 or the interest rate provided under such other provision.

Article 17. General Provisions .

Section 17.01 Counterparts; Entire Agreement; Corporate Power .

(b) This Agreement, the other Ancillary Agreements, the Separation and Distribution Agreement and the exhibits, schedules and appendices hereto and thereto contain the entire agreement between the Companies with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Companies with respect to such subject matter other than those set forth or referred to herein or therein. This Agreement, the other Ancillary Agreements and the Separation and Distribution Agreement together govern the arrangements in connection with the Separation and External Distribution and would not have been entered independently. Except as otherwise provided in this Agreement, in the event of any conflict between this Agreement and the Separation and Distribution Agreement (or any other Ancillary Agreement), with respect to matters addressed herein, the provisions of this Agreement shall control.

(c) EQT represents on behalf of itself and each other member of the EQT Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Company acknowledges that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Company expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Company to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Company at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 17.02 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial . This Agreement (and any claims or disputes arising herefrom or related hereto or to the transactions contemplated hereby or to the inducement of any Company to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies. Subject to Article 14 , each of the Companies, on behalf of itself and the members of its Group, hereby irrevocably (a) agrees that any Dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, (b) waives any claims of forum non conveniens and agrees to submit to the jurisdiction of such courts, (c) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 17.05 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts and (d) waives to the fullest extent permitted by law any right to trial or adjudication by jury .

Section 17.03 Assignability . This Agreement shall be binding upon and inure to the benefit of the Companies and their respective successors and permitted assigns; provided , however , that neither Company may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Company. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement, the other Ancillary Agreements and the Separation and Distribution Agreement in whole ( i.e. , the assignment of a party’s rights and obligations under this Agreement, the other Ancillary Agreements and the Separation and Distribution Agreement all at the same time) in connection with a change of control of a Company so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Company.

Section 17.04 Third-Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the Companies and their respective Groups and are not intended to confer upon any Person except the Companies and their respective Groups any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 17.05 Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (“e-mail”), so long as confirmation of receipt of such facsimile or e-mail is requested and received, to the respective Companies at the following addresses (or at such other address for a Company as shall be specified in a notice given in accordance with this Section 17.05 ):

If to EQT, to:

EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 553-5970
E-mail: JLushko@eqt.com

If to SpinCo (prior to the Effective Time), to:

Equitrans Midstream Corporation
c/o EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 553-5970
E-mail: JLushko@eqt.com

If to SpinCo (from and after the Effective Time), to:

Equitrans Midstream Corporation
625 Liberty Avenue, Suite 2000
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 904-1429
E-mail: RCWilliams@equitransmidstream.com

A Company may, by notice to the other Company, change the address to which such notices are to be given.

Section 17.06 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Companies shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Companies.

Section 17.07 Force Majeure . No Company shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Company claiming the benefit of this provision shall, as soon as

reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Company of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

Section 17.08 No Set-Off . Except as otherwise mutually agreed to in writing by the Companies, neither Company nor any member of such Company’s Group shall have any right of set-off or other similar rights with respect to any amounts owed to the other Company or any member of its Group pursuant to this Agreement on account of any obligation owed by such other Company or any member of its Group to the first Company or any member of its Group.

Section 17.09 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 17.10 Waivers of Default . Waiver by a Company of any default by the other Company of any provision of this Agreement shall not be deemed a waiver by the waiving Company of any subsequent or other default, nor shall it prejudice the rights of the other Company. No failure or delay by a Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 17.11 Specific Performance . Subject to the provisions of Article 14 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Company or Companies who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Companies agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Companies.

Section 17.12 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Company, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Company against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 17.13 Interpretation . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix

references are to the Articles, Sections, Schedules, Exhibits and Appendices of or to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement, the other Ancillary Agreements and the Separation and Distribution Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendices) to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States, Pittsburgh, Pennsylvania, or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to November 12, 2018.

Section 17.14 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither SpinCo or any member of the SpinCo Group, on the one hand, nor EQT or any member of the EQT Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other (other than any such damages to the extent awarded to a Third Party with respect to a Third-Party Claim).

Section 17.15 Performance . EQT will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the EQT Group. SpinCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the SpinCo Group. Each Company (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Company’s obligations under this Agreement or the transactions contemplated hereby.

Section 17.16 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Companies, and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[ Remainder of page left intentionally blank ]

IN WITNESS WHEREOF, the Companies have duly executed this Agreement as of the date first written above.

EQT CORPORATION

By:	/s/ Robert J. McNally
	Name:		Robert J. McNally
	Title:		Senior Vice President and Chief Financial Officer

EQUITRANS MIDSTREAM CORPORATION

By:		/s/ Thomas F. Karam
		Name:	Thomas F. Karam
		Title:	President and Chief Executive Officer

[ Signature page to the Tax Matters Agreement ]

Exhibit 2.4

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

EQT CORPORATION AND

EQUITRANS MIDSTREAM CORPORATION

DATED AS OF NOVEMBER 12, 2018

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1

Section 1.01.	Definitions	1
Section 1.02.	Interpretation	10

ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES		10

Section 2.01.	General Principles	10
Section 2.02.	Service Credit	11
Section 2.03.	Adoption and Retention of Benefit Plans	11
Section 2.04.	Individual Agreements	13

ARTICLE III ASSIGNMENT OF EMPLOYEES		13

Section 3.01.	Assignment and Transfer of Employees	13
Section 3.02.	At-Will Status	14
Section 3.03.	Severance	14
Section 3.04.	Not a Change in Control	14
Section 3.05.	Payroll and Related Taxes	14

ARTICLE IV EQUITY, INCENTIVE AND EMPLOYEE COMPENSATION		15

Section 4.01.	Generally	15
Section 4.02.	Equity Incentive Awards	15
Section 4.03.	Employee Stock Purchase Plan	21
Section 4.04.	Non-Equity Incentive Practices and Plans	21
Section 4.05.	Director Compensation	21

ARTICLE V RETIREMENT PLANS		22

Section 5.01.	SpinCo 401(k) Plan	22
Section 5.02.	SpinCo Share Fund in Parent 401(k) Plan	24
Section 5.03.	Parent/SpinCo Share Funds in SpinCo 401(k) Plan	24
Section 5.04.	Payroll Deduction and Contribution Program	24

ARTICLE VI NONQUALIFIED DEFERRED COMPENSATION PLAN		24

ARTICLE VII WELFARE BENEFIT PLANS		25

Section 7.01.	Welfare Plans	25
Section 7.02.	COBRA and HIPAA	25
Section 7.03.	Vacation, Holidays and Leaves of Absence	26
Section 7.04.	Severance and Unemployment Compensation	26
Section 7.05.	Workers’ Compensation	26
Section 7.06.	Insurance Contracts	26
Section 7.07.	Third-Party Vendors	26

Section 7.08.	VEBA	27

ARTICLE VIII MISCELLANEOUS		27

Section 8.01.	Information Sharing and Access	27
Section 8.02.	Preservation of Rights to Amend	28
Section 8.03.	Fiduciary Matters	28
Section 8.04.	Further Assurances	28
Section 8.05.	Counterparts; Entire Agreement; Corporate Power	28
Section 8.06.	Governing Law	29
Section 8.07.	Assignability	29
Section 8.08.	Third-Party Beneficiaries	30
Section 8.09.	Notices	30
Section 8.10.	Severability	31
Section 8.11.	Force Majeure	31
Section 8.12.	Headings	31
Section 8.13.	Survival of Covenants	31
Section 8.14.	Waivers of Default	31
Section 8.15.	Dispute Resolution	32
Section 8.16.	Specific Performance	32
Section 8.17.	Amendments	32
Section 8.18.	Interpretation	32
Section 8.19.	Limitations of Liability	32
Section 8.20.	Mutual Drafting	32

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of November 12, 2018 (this “ Agreement ”), is by and between EQT Corporation, a Pennsylvania corporation (“ Parent ”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“ SpinCo ”).

R E C I T A L S:

WHEREAS, in order to effectuate the Separation and External Distribution, Parent and SpinCo have entered into a Separation and Distribution Agreement, dated as of November 12, 2018 (the “ Separation and Distribution Agreement ”);

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and benefit matters; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation and Distribution Agreement and the Ancillary Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation and External Distribution, are being entered into together and would not have been entered into independently.

ARTICLE I
DEFINITIONS

Section 1.01. Definitions . For purposes of this Agreement (including the recitals hereof), the following terms shall have the following meanings:

“ Action ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Adjusted SpinCo Stock Value ” shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio.

“ Affiliate ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Agreement ” shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17 .

“ Ancillary Agreements ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Applicable Exchange ” shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable.

“ Assets ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Benefit Plan ” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, Welfare Plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided , however , that the term “Benefit Plan” does not include any government-sponsored benefits, such as workers’ compensation, unemployment or any similar plans, programs, policies or agreements. For avoidance of doubt, the term “Benefit Plan” includes post-employment health care and life insurance benefits provided to Former SpinCo Employees.

“ COBRA ” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq . of ERISA and at Section 4980B of the Code.

“ Code ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Continuation Period ” shall have the meaning set forth in Section 7.01(b) .

“ Continuation Welfare Plans ” shall have the meaning set forth in Section 7.01(b) .

“ Dispute ” shall have the meaning set forth in Section 8.15(a).

“ Distribution Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Ratio ” shall mean a number equal to 0.80.

“ Effective Time ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Employee ” shall mean any Parent Employee or SpinCo Employee.

“ E-mail ” shall have the meaning set forth in Section 8.09 .

“ ERISA ” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ External Distribution ” shall have the meaning set forth in the Recitals.

“ Force Majeure ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Former Employees ” shall mean Former Parent Employees and Former SpinCo Employees.

“ Former Parent Employee ” shall mean any individual who is a former employee of the Parent Group as of the Effective Time and who is not a Former SpinCo Employee.

“ Former SpinCo Employee ” shall mean any individual who is a former employee of Parent or any of its Subsidiaries or former Subsidiaries as of the Effective Time, in each case, whose most recent employment with Parent was with a member of the SpinCo Group or the SpinCo Business, which individuals are set forth on Schedule 1.01(a) .

“ Governmental Authority ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Group ” shall mean either the SpinCo Group or the Parent Group, as the context requires.

“ HIPAA ” shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“ Individual Agreement ” shall mean any individual employment contract, retention, severance or change in control agreement, relocation agreement, arbitration or other alternative dispute resolution agreement, or other agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the Parent Group and an Employee or Former Employee, as in effect immediately prior to the Effective Time.

“ IRS ” shall mean the U.S. Internal Revenue Service.

“ Law ” shall have the meaning set forth in the Separation and Distribution Agreement..

“ Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Losses ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent ” shall have the meaning set forth in the Preamble.

“ Parent 401(k) Plan ” shall mean the EQT Corporation Employee Savings Plan.

“ Parent Awards ” shall mean Parent Option Awards, Parent RSU Awards, Parent Restricted Stock Awards, Parent IPSUP Awards (2016), Parent IPSUP Awards (2017), Parent IPSUP Awards (2018), Parent Value Driver PSU Awards (2018), and Parent Deferred Share Equivalents Awards, collectively.

“ Parent Benefit Plan ” shall mean any Benefit Plan established, sponsored or maintained by Parent or any of its Subsidiaries immediately prior to the Effective Time, but excluding any SpinCo Benefit Plan, including any Benefit Plan transferred to and assumed by SpinCo.

“ Parent Board ” shall have the meaning set forth in the Recitals.

“ Parent Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent Change in Control ” shall have the meaning set forth in Section 4.02(h)(i) .

“ Parent Compensation Committee ” shall mean the Management Development and Compensation Committee of the Parent Board.

“ Parent Deferred Share Equivalent Award ” shall mean an award of deferred share equivalents (including deferred stock units and phantom stock awards) that is outstanding immediately prior to the Effective Time.

“ Parent Employees ” shall have the meaning set forth in Section 3.01(i) .

“ Parent ESPP ” shall mean the Parent Employee Stock Purchase Plan, as in effect from time to time.

“ Parent Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent IPSUP Award (2016) ” shall mean a performance share unit award granted in 2016 under the Incentive Performance Share Unit Program, pursuant to the Parent Long-Term Incentive Plan, that is outstanding as of immediately prior to the Effective Time.

“ Parent IPSUP Award (2017) ” shall mean a performance share unit award granted in 2017 under the Incentive Performance Share Unit Program, pursuant to the Parent Long-Term Incentive Plan, that is outstanding as of immediately prior to the Effective Time.

“ Parent IPSUP Award (2018) ” shall mean a performance share unit award granted in 2018 under the Incentive Performance Share Unit Program, pursuant to the Parent Long-Term Incentive Plan, that is outstanding as of immediately prior to the Effective Time.

“ Parent Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent Long-Term Incentive Plan ” shall mean the EQT Corporation 2014 Long-Term Incentive Plan.

“ Parent Non-Employee Director ” means an individual who serves or served as a non-employee director of the Parent Board.

“ Parent Option Award ” shall mean an award of options to purchase Parent Shares that is outstanding as of immediately prior to the Effective Time.

“ Parent Payroll Deduction and Contribution Program ” shall mean the Parent 2006 Payroll Deduction and Contribution Program.

“ Parent Ratio ” shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the Post-Separation Parent Stock Value.

“ Parent Restricted Stock Award ” shall mean an award of shares of restricted stock of Parent that is outstanding as of immediately prior to the Effective Time (including such awards as were granted in 2018).

“ Parent RSU Award ” shall mean an award of time-based restricted stock units that is outstanding (including awards granted in 2017 under the Value Driver Performance Share Unit Program that only have time-based restrictions remaining) as of immediately prior to the Effective Time.

“ Parent/SpinCo Share Funds ” shall have the meaning set forth in Section 5.03 .

“ Parent Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parent Value Driver PSU Award (2018) ” shall mean a performance share unit award granted in 2018 under the Value Driver Performance Share Unit Program, pursuant to the Parent Long-Term Incentive Plan, that is outstanding as of immediately prior to the Effective Time.

“ Parent Value Factor ” shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the sum of (i) the Adjusted SpinCo Stock Value and (ii) the Post-Separation Parent Stock Value.

“ Parent Welfare Plan ” shall mean any Parent Benefit Plan which is a Welfare Plan.

“ Parties ” shall mean the parties to this Agreement.

“ Person ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Post-Separation Parent Awards ” shall mean Post-Separation Parent Option Awards, Post-Separation Parent RSU Awards, Post-Separation Parent Restricted Stock Awards, Post-Separation Parent IPSUP Awards (2016), Post-Separation Parent IPSUP Awards (2017), Post-Separation Parent IPSUP Awards (2018), Post-Separation Parent Value Driver PSU Awards (2018), and Post-Separation Parent Deferred Share Equivalents, collectively.

“ Post-Separation Parent Deferred Share Equivalents ” shall mean a Parent Deferred Share Equivalent adjusted as of the Effective Time in accordance with Section 4.02(h) .

“ Post-Separation Parent IPSUP Award (2016) ” shall mean a Parent IPSUP Award (2016) adjusted as of the Effective Time in accordance with Section 4.02(d) .

“ Post-Separation Parent IPSUP Award (2017) ” shall mean a Parent IPSUP Award (2017) adjusted as of the Effective Time in accordance with Section 4.02(e) .

“ Post-Separation Parent IPSUP Award (2018) ” shall mean a Parent IPSUP Award (2018) adjusted as of the Effective Time in accordance with Section 4.02(f) .

“ Post-Separation Parent Option Award ” shall mean a Parent Option Award adjusted as of the Effective Time in accordance with Section 4.02(a) .

“ Post-Separation Parent Restricted Stock Award ” shall mean a Parent Restricted Stock Award as adjusted as of the Effective Time in accordance with Section 4.02(b) .

“ Post-Separation Parent RSU Awards ” shall mean a Parent RSU Award adjusted as of the Effective Time in accordance with Section 4.02(c) .

“ Post-Separation Parent Stock Value ” shall mean the simple average of the volume-weighted average per-share price of Parent Shares trading on the Applicable Exchange during each of the first ten (10) full Trading Sessions immediately after the Effective Time.

“ Post-Separation Parent Value Driver PSU Award (2018) ” shall mean a Parent Value Driver PSU Award (2018) adjusted as of the Effective Time in accordance with Section 4.02(g) .

“ Pre-Separation Parent Stock Value ” shall mean the simple average of the volume-weighted average per-share price of Parent Shares trading “regular way with due bills” on

the Applicable Exchange during each of the last ten (10) full Trading Sessions immediately prior to the Effective Time.

“ Record Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Separation ” shall have the meaning set forth in the Recitals.

“ Separation and Distribution Agreement ” shall have the meaning set forth in the Recitals.

“ SpinCo ” shall have the meaning set forth in the Preamble.

“ SpinCo 401(k) Plan ” shall mean the SpinCo Employee Savings Plan.

“ SpinCo 401(k) Trust ” shall have the meaning set forth in Section 5.01(a) .

“ SpinCo Awards ” shall mean SpinCo Option Awards, SpinCo Restricted Stock Awards, SpinCo RSU Awards, SpinCo IPSUP Awards (2016), SpinCo IPSUP Awards (2017), SpinCo IPSUP Awards (2018), SpinCo Value Driver PSU Awards (2018), and SpinCo Deferred Share Equivalents, collectively.

“ SpinCo Benefit Plan ” shall mean any Benefit Plan established, sponsored, maintained or contributed to by a member of the SpinCo Group as of or after the Effective Time, including any Benefit Plans retained or adopted by SpinCo pursuant to Section 2.03(a) and Section 2.03(b) .

“ SpinCo Board ” shall mean the Board of Directors of SpinCo.

“ SpinCo Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Change in Control ” shall have the meaning set forth in Section 4.02(h)(i) .

“ SpinCo Compensation Committee ” shall mean the Management Development and Compensation Committee of the SpinCo Board.

“ SpinCo Deferred Share Equivalent Award ” shall mean an award of deferred share equivalents assumed pursuant to the SpinCo Long-Term Incentive Plan in accordance with Section 4.02(h) .

“ SpinCo Designees ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Employees ” shall have the meaning set forth in Section 3.01 , which individuals are set forth on Schedule 1.01(b) .

“ SpinCo Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo IPSUP Award (2016) ” shall mean an award of performance share units assumed by SpinCo in accordance with Section 4.02(d) .

“ SpinCo IPSUP Award (2017) ” shall mean an award of performance share units assumed by SpinCo in accordance with Section 4.02(e) .

“ SpinCo IPSUP Award (2018) ” shall mean an award of performance share units assumed by SpinCo in accordance with Section 4.02(f) .

“ SpinCo Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Long-Term Incentive Plan ” shall mean the SpinCo 2018 Long-Term Incentive Plan, as established by SpinCo as of the Effective Time pursuant to Section 2.03(a) and Section 4.01 .

“ SpinCo Option Award ” shall mean an award of options to purchase SpinCo Shares assumed by SpinCo in accordance with Section 4.02(a) .

“ SpinCo Payroll Deduction and Contribution Program ” shall mean the SpinCo 2018 Payroll Deduction and Contribution Program as established by SpinCo on or before the Effective Time pursuant to Section 2.03(a) and Section 5.04 .

“ SpinCo Ratio ” shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the SpinCo Stock Value.

“ SpinCo Restricted Stock Award ” shall mean an award of shares of restricted stock of SpinCo assumed by SpinCo in accordance with Section 4.02(b) .

“ SpinCo RSU Award ” shall mean an award of time-based restricted stock units assumed accordance with Section 4.02(c) .

“ SpinCo Share Fund ” shall have the meaning set forth in Section 5.02 .

“ SpinCo Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Stock Value ” shall mean the simple average of the volume-weighted average per-share price of SpinCo Shares trading on the Applicable Exchange during each of the first ten (10) full Trading Sessions immediately after the Effective Time.

“ SpinCo Value Driver PSU Award (2018) ” shall mean an award of performance share units assumed by SpinCo in accordance with Section 4.02(g) .

“ SpinCo Value Factor ” shall mean the quotient obtained by dividing (a) the Pre-Separation Parent Stock Value by (b) the sum of (i) the SpinCo Stock Value and (ii) the quotient obtained by dividing the Post-Separation Parent Stock Value by the Distribution Ratio.

“ SpinCo Welfare Plan ” shall mean a Welfare Plan established, sponsored, maintained or contributed to by any member of the SpinCo Group for the benefit of SpinCo Employees and Former SpinCo Employees.

“ Subsidiary ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Tax ” shall have the meaning set forth in the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement.

“ Third Party ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Third-Party Claim ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Trading Session ” shall mean the period of time during any given calendar day, commencing with the determination of the opening price on the Applicable Exchange and ending with the determination of the closing price on the Applicable Exchange, in which trading in Parent Shares or SpinCo Shares (as applicable) is permitted on the Applicable Exchange.

“ Transferred Director ” shall mean each SpinCo non-employee director as of the Effective Time who served on the Parent Board immediately prior to the Effective Time.

“ Transition Date ” shall have the meaning set forth in Section 7.01(c) .

“ Transition Services Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ U.S. ” shall mean the United States of America.

“ VEBA ” shall mean the Welfare Trust Agreement, entered into on December 7, 1995, by and between Equitable Resources, Inc. and Mellon Bank, N.A., as amended.

“ Welfare Plan ” shall mean any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health (including retiree medical, prescription drug, dental, vision and medical savings accounts)), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-Tax premium conversion benefits, dependent

care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts, supplemental unemployment benefits or severance.

Section 1.02. Interpretation . Section 10.15 of the Separation and Distribution Agreement is hereby incorporated by reference.

ARTICLE II
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01. General Principles.

(a) Acceptance and Assumption of SpinCo Liabilities . Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the External Distribution, SpinCo and the applicable SpinCo Designees accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where, how or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates:

(i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Employees and Former SpinCo Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Employees and Former SpinCo Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; and

(iii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

(b) Acceptance and Assumption of Parent Liabilities . Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the External Distribution, Parent and certain members of the Parent Group designated by Parent accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a Parent Liability), regardless of

when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where, how or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates:

(i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any Parent Employees and Former Parent Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims under a Parent Benefit Plan, taking into account a corresponding SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Employees and Former SpinCo Employees that were originally the Liabilities of such Parent Benefit Plan with respect to periods prior to the Effective Time; and

(iii) any and all Liabilities expressly assumed or retained by any member of the Parent Group pursuant to this Agreement.

(c) Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02. Service Credit . As of the Effective Time, the SpinCo Benefit Plans shall, and SpinCo shall cause each member of the SpinCo Group to, recognize for each SpinCo Employee who is employed immediately following the Effective Time by a member of the SpinCo Group and each Former SpinCo Employee full service with Parent or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent (including any reservation of Parent’s right to amend, modify or terminate Benefit Plans) that such service was recognized by Parent for similar purposes prior to the Effective Time as if such full service had been performed for a member of the SpinCo Group, for all purposes under the SpinCo Benefit Plans.

Section 2.03. Adoption and Retention of Benefit Plans .

(a) Adoption by SpinCo of Benefit Plans. As of no later than the Effective Time (unless otherwise noted), SpinCo shall adopt Benefit Plans (and related trusts, if applicable) as contemplated and in accordance with the terms of this Agreement, as listed on Schedule 2.03(a) .

(b) Retention by SpinCo of SpinCo Benefit Plans . From and after the Effective Time, SpinCo shall retain all of the SpinCo Benefit Plans, including all related Liabilities and

Assets, and any related trusts and other funding vehicles and insurance contracts related to any of such plans, other than as specifically provided in this Agreement. Nothing in this Agreement shall preclude SpinCo, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any SpinCo Benefit Plan, any benefit under any SpinCo Benefit Plan or any trust, insurance policy or funding vehicle related to any SpinCo Benefit Plan, or any employment or other service arrangement with SpinCo Employees, independent contractors or vendors (to the extent permitted by Law).

(c) Plans Not Required to Be Adopted . With respect to any Benefit Plan not addressed in this Agreement, the Parties shall agree in good faith on the treatment of such plan taking into account the handling of any comparable plan under this Agreement and, notwithstanding that SpinCo shall not have an obligation to continue to maintain any such plan with respect to the provision of future benefits from and after the Effective Time, SpinCo shall remain obligated to pay or provide any previously accrued or incurred benefits to the SpinCo Employees and Former SpinCo Employees consistent with Section 2.01(a) of this Agreement.

(d) Information and Operation . Each Party shall use its commercially reasonable efforts to provide the other Party with information describing each Benefit Plan election made by an Employee or Former Employee that may have application to such Party’s Benefit Plans from and after the Effective Time, and each Party shall use its commercially reasonable efforts to administer its Benefit Plans using those elections. Each Party shall, upon reasonable request, use its commercially reasonable efforts to provide the other Party and the other Party’s respective Affiliates, agents, and vendors all information reasonably necessary to the other Party’s operation or administration of its Benefit Plans.

(e) No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, no participant in any Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Benefit Plan or any other plan, program or arrangement sponsored or maintained by a member of the Group that sponsors the corresponding Benefit Plan. In the event that a potential duplication of benefits is identified, then the benefits provided by the Group that employs the applicable Employee (or, in the case of a Former Employee, the Group responsible for such Former Employee pursuant to this Agreement) immediately after the Effective Time shall be enforced and the other benefits shall not be duplicated. Furthermore, subject to the terms, conditions and provisions of the Benefit Plan, and unless expressly provided for in this Agreement, the Separation and Distribution Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting distributions or entitlements under any Benefit Plan sponsored or maintained by a member of the Parent Group or member of the SpinCo Group on the part of any Employee or Former Employee.

(f) Transition Services . The Parties acknowledge that the Parent Group or the SpinCo Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if Parent determines

such agreement is required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

(g) Beneficiaries . References to Parent Employees, Former Parent Employees, SpinCo Employees, Former SpinCo Employees, and current and former non-employee directors of either Parent or SpinCo shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

Section 2.04. Individual Agreements .

(a) Assignment by Parent; SpinCo as Successor . Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements with a SpinCo Employee or Former SpinCo Employee that Parent determines reasonably appropriate to be assigned to a member of the SpinCo Group (a non-exclusive list of such Individual Agreements is set forth on Schedule 2.04(a) ), with such assignment to be effective as of no later than the Effective Time; provided , however , that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, each such Individual Agreement, along with any other Individual Agreement that Parent determines reasonable and appropriate for any member of the SpinCo Group to be considered to be a successor in interests to Parent, such that each member of the SpinCo Group shall enjoy all of the rights and benefits under any of the foregoing Individual Agreements (including rights and benefits as a third-party beneficiary) with respect to the business operations of the SpinCo Group as succeeding as the business operations of Parent to the extent applicable; provided , further , that in no event shall Parent be permitted to enforce any non-competition covenant contained in any Individual Agreement against a SpinCo Employee or Former SpinCo Employee for action taken in such individual’s capacity as a SpinCo Employee or Former SpinCo Employee, other than on behalf of SpinCo Group as requested by SpinCo Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall SpinCo be permitted to enforce any non-competition covenant contained in any Individual Agreement against a Parent Employee or Former Parent Employee for any action taken in such individual's capacity as a Parent Employee or Former Parent Employee, other than on behalf of the Parent Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing, the assignment contemplated by this Section 2.04(a) shall be self-effectuating with respect to the Individual Agreements set forth on Schedule 2.04(a) , provided that Parent and SpinCo may enter into separate documentation of the assignment if they determine appropriate.

(b) Assumption by SpinCo. Effective as of the Effective Time, SpinCo shall assume and honor any agreement to which any SpinCo Employee or Former SpinCo Employee is a party with any member of the Parent Group, including any Individual Agreement.

ARTICLE III
ASSIGNMENT OF EMPLOYEES

Section 3.01. Assignment and Transfer of Employees . Effective as of no later than the Effective Time and except as otherwise agreed by the Parties, (a) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the SpinCo Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of

an illness, injury or leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law, but excluding any individual on leave for long-term disability as of the Effective Time) (collectively, the “ SpinCo Employees ”) is employed by a member of the SpinCo Group as of immediately after the Effective Time and (b) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law and any individual on leave for long-term disability as of the Effective Time) and any other individual employed by the Parent Group as of the Effective Time who is not a SpinCo Employee (collectively, the “Parent Employees”) is employed by a member of the Parent Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

Section 3.02. At-Will Status . Nothing in this Agreement shall create any obligation on the part of any member of the Parent Group or any member of the SpinCo Group to (a) continue the employment of any Employee or permit the return from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (b) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

Section 3.03. Severance . The Parties acknowledge and agree that the Separation, the External Distribution and the assignment, transfer or continuation of the employment or service of Employees as contemplated by this Article III or Transferred Directors shall not be deemed an involuntary or voluntary termination of employment or service entitling any SpinCo Employee, Parent Employee or Transferred Director to any severance or other termination-related payments or benefits. Each of SpinCo and Parent shall be permitted to amend or modify their respective Benefit Plans in a manner consistent herewith.

Section 3.04. Not a Change in Control . The Parties acknowledge and agree that neither the consummation of the Separation, the External Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Parent Group or member of the SpinCo Group, as applicable. Each of SpinCo and Parent shall be permitted to amend or modify their respective Benefit Plans in a manner consistent herewith.

Section 3.05. Payroll and Related Taxes . With respect to the SpinCo Employees transferred to SpinCo Group during the tax year ending on and including the Separation, (a) Parent shall (i) be responsible for all payroll obligations, Tax withholding and reporting obligations regarding all such SpinCo Employees for the period prior to such transfer, and (ii) furnish a Form W-2 or similar earnings statement to, all such SpinCo Employees for such period and (b) with respect to the remaining portion of the tax year, SpinCo will (i) be responsible for all payroll obligations, Tax withholding and reporting obligations regarding, all such SpinCo Employees, and (ii) furnish a Form W-2 or similar earning statement to, all such SpinCo Employees.

ARTICLE IV
EQUITY, INCENTIVE AND EMPLOYEE COMPENSATION

Section 4.01. Generally . Each Parent Award that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below; provided , however , effective immediately prior to the Effective Time, the Parent Compensation Committee may provide for different adjustments with respect to some or all Parent Awards to the extent that the Parent Compensation Committee deems such adjustments necessary and appropriate. Any adjustments made by the Parent Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates. Before the Effective Time, the SpinCo Long-Term Incentive Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of Section 4.02 .

Section 4.02. Equity Incentive Awards .

(a) Option Awards

(i) Option Awards Not Held by a Former Employee . Each Parent Option Award held by an individual other than a Former Employee that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation Parent Option Award and a SpinCo Option Award and shall, except as otherwise provided in this Section 4.02 , be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Parent Option Award immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(A) the number of Parent Shares subject to such Post-Separation Parent Option Award shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (I) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time by (II) the Parent Value Factor;

(B) the number of SpinCo Shares subject to such SpinCo Option Award shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (I) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time by (II) the SpinCo Value Factor;

(C) the per share exercise price of such Post-Separation Parent Option Award shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (I) the per share exercise price of the corresponding Parent Option Award immediately prior to the Effective Time by (II) the Parent Ratio; and

(D) the per share exercise price of such SpinCo Option Award shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (I) the per share exercise price of the corresponding Parent Option Award immediately prior to the Effective Time by (II) the SpinCo Ratio.

(ii) Option Awards Held by a Former Employee . Each Parent Option Award held by a Former Employee that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into a Post-Separation Parent Option Award and shall, except as otherwise provided in this Section 4.02 , be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(A) the number of Parent Shares subject to such Post-Separation Parent Option Award, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (I) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time by (II) the Parent Ratio; and

(B) the per share exercise price of such Post-Separation Parent Option Award, rounded up to the nearest cent, shall be equal to the quotient obtained by dividing (I) the per share exercise price of the corresponding Parent Option Award immediately prior to the Effective Time by (II) the Parent Ratio.

Notwithstanding anything to the contrary in this Section 4.02 , the exercise price, the number of Parent Shares and SpinCo Shares subject to each Post-Separation Parent Option Award and SpinCo Option Award, and the terms and conditions of exercise of such options, shall be

determined in a manner consistent with the requirements of Section 409A of the Code; provided , further , that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

(b) Restricted Stock Awards . Each Parent Restricted Stock Award that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation Parent Restricted Stock Award and a SpinCo Restricted Stock Award and each such award shall, except as otherwise provided in this Section 4.02 , be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent Restricted Stock Award prior to the Effective Time; provided , however , that from and after the Effective Time the number of shares subject to (i) the Post-Separation Parent Restricted Stock Award shall be equal to the number of Parent Shares subject to the corresponding Parent Restricted Stock Award immediately prior to the Effective Time and (ii) the SpinCo Restricted Stock Award shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the Parent Restricted Stock Award immediately prior to the Effective Time by (B) the Distribution Ratio.

(c) RSU Awards. Each Parent RSU Award that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation Parent RSU Award and a SpinCo RSU Award and each such award shall, except as otherwise provided in this Section 4.02 , be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU Award prior to the Effective Time; provided , however , that from and after the Effective Time the number of shares subject to (i) the Post-Separation Parent RSU Award shall be equal to the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, and (ii) the SpinCo RSU Award shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the Parent RSU Award immediately prior to the Effective Time by (B) the Distribution Ratio.

(d) IPSUP Awards (2016) . Each Parent IPSUP Award (2016) that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation Parent IPSUP Award (2016) and a SpinCo IPSUP Award (2016) and each such award shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent IPSUP Award (2016) prior to the Effective Time; provided , however , that from and after the Effective Time the number of shares subject to (i) the Post-Separation Parent IPSUP Award (2016) shall be equal to the number of Parent Shares subject to the corresponding Parent IPSUP Award (2016) immediately prior to the Effective Time, and (ii) the SpinCo IPSUP Award (2016) shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the Parent IPSUP Award (2016) immediately prior to the Effective Time by (B) the Distribution Ratio.

(e) IPSUP Awards (2017) . Each Parent IPSUP Award (2017) that is outstanding as of immediately prior to the Effective

Time shall be converted, as of the Effective Time, into both a Post-Separation Parent IPSUP Award (2017) and a SpinCo IPSUP Award (2017) and each such award shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent IPSUP Award (2017) prior to the Effective Time; provided , however , that from and after the Effective Time the number of shares subject to (i) the Post-Separation Parent IPSUP Award (2017) shall be equal to the number of Parent Shares subject to the corresponding Parent IPSUP Award (2017) immediately prior to the Effective Time, and (ii) the SpinCo IPSUP Award (2017) shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the Parent IPSUP Award (2017) immediately prior to the Effective Time by (B) the Distribution Ratio.

(f) IPSUP Awards (2018) . Each Parent IPSUP Award (2018) that is outstanding as of immediately prior to the Effective Time shall be adjusted as follows:

(i) each outstanding Parent IPSUP Award (2018) shall be converted, as of the Effective Time, into both a Post-Separation Parent IPSUP Award (2018) and a SpinCo IPSUP Award (2018) and each such award shall, except as otherwise provided in this Section 4.02 , be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent IPSUP Award (2018) prior to the Effective Time; provided , however , that from and after the Effective Time the number of shares subject to (A) the Post-Separation Parent IPSUP Award (2018) shall be equal to the number of Parent Shares subject to the corresponding Parent IPSUP Award (2018) immediately prior to the Effective Time, and (B) the SpinCo IPSUP Award (2018) shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (I) the number of Parent Shares subject to the Parent IPSUP Award (2018) immediately prior to the Effective Time by (II) the Distribution Ratio;

(ii) of the total number of Parent Shares that can be earned under such Post-Separation Parent IPSUP Award (2018), (A) one-third shall be earned based on actual performance as of December 31, 2018 with respect to the performance goals applicable to such award as of immediately prior to the Effective Time, after which time such portion of the award shall be subject solely to time-based vesting, and (B) two-thirds shall be earned based on new performance goals related to Parent performance for the period from January 1, 2019 to December 31, 2020; and

(iii) of the total number of SpinCo Shares that can be earned under such SpinCo IPSUP Award (2018), (A) one-third shall be earned based on actual performance as of December 31, 2018 with respect to the performance goals applicable to such award as of immediately prior to the Effective Time, after which time such portion of the award shall be subject solely to time-based vesting, and (B) two-thirds shall be earned based on new performance goals related to SpinCo performance for the period from January 1, 2019 to December 31, 2020.

(g) Value Driver PSU Awards (2018) . Each Parent Value Driver PSU Award (2018) that is outstanding as of immediately prior to the Effective Time shall be adjusted as follows:

(i) each outstanding Parent Value Driver PSU Award (2018) shall be converted, as of the Effective Time, into both a Post-Separation Parent Value Driver PSU Award

(2018) and a SpinCo Value Driver PSU Award (2018) and each such award shall, except as otherwise provided in this Section 4.02 , be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent Value Driver PSU Award (2018) prior to the Effective Time; provided , however , that from and after the Effective Time the number of shares subject to (A) the Post-Separation Parent Value Driver PSU Award (2018) shall be equal to the number of Parent Shares subject to the corresponding Parent Value Driver PSU Award (2018) immediately prior to the Effective Time, and (B) the SpinCo Value Driver PSU Award (2018) shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (I) the number of Parent Shares subject to the Parent Value Driver PSU Award (2018) immediately prior to the Effective Time by (II) the Distribution Ratio;

(ii) with respect to the performance goals applicable to such Post-Separation Parent Value Driver PSU Award (2018), (A) the EBITDA goal shall be deemed satisfied as of the Effective Time, and (B) the satisfaction of the business unit value drivers and any other applicable performance goals shall be determined based actual performance as of the earlier of December 31, 2018 or the last date performance can be determined;

(iii) of the total number of Parent Shares that can be earned under such Post-Separation Parent Value Driver PSU Award (2018), (A) one-half shall vest on December 31, 2018 and (B) one-half shall vest on December 31, 2019, in each case, subject to the holder’s continued employment through the applicable vesting date.

(iv) with respect to the performance goals applicable to such SpinCo Value Driver PSU Award (2018), (A) the EBITDA goal shall be deemed satisfied as of the Effective Time, and (B) the satisfaction of the business unit value drivers and any other applicable performance goals shall be determined based actual performance as of September 30, 2018; and

(v) of the total number of SpinCo Shares that can be earned under such SpinCo Value Driver PSU Award (2018), (A) one-half shall vest on December 31, 2018 and (B) one-half shall vest on December 31, 2019, in each case, subject to the holder’s continued employment through the applicable vesting date.

(h) Deferred Share Equivalents . Each Parent Deferred Share Equivalent Award that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation Parent Deferred Share Equivalent Award and a SpinCo Deferred Share Equivalent Award and each such award shall, except as otherwise provided in this Section 4.02 , be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent Deferred Share Equivalent Award prior to the Effective Time; provided , however , that from and after the Effective Time the number of shares subject to (i) the Post-Separation Parent Deferred Share Equivalent Award shall be equal to the number of Parent Shares subject to the corresponding Parent Deferred Share Equivalent Award immediately prior to the Effective Time, and (ii) the SpinCo Deferred Share Equivalent Award shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the Parent Deferred Share Equivalent Award immediately prior to the Effective Time by (B) the Distribution Ratio.

(i) Miscellaneous Award Terms .

(i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent Non-Employee Director who is a member of the Parent Board immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by a SpinCo Employee who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the External Distribution or any employment transfer described in Section 3.01 shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award, as applicable. After the Effective Time, for any award adjusted under this Section 4.02 , any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Long-Term Incentive Plan applicable to such award, (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Long-Term Incentive Plan (a “ Parent Change in Control ”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Long-Term Incentive Plan or applicable award agreement (a “ SpinCo Change in Control ”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Employees, Former Parent Employees and Parent Non-Employee Directors (other than Transferred Directors), and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Employees, Former SpinCo Employees and Transferred Directors.

(ii) Any determination in respect of the satisfaction of performance goals applicable to a Post-Separation Parent Award or SpinCo Award, in each case, granted to the holder pursuant to the Parent Long-Term Incentive Plan or the SpinCo Long-Term Incentive Plan, as applicable, and this Section 4.02 , shall be made by the Compensation Committee of the Board

of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

(j) Settlement; Tax Reporting and Withholding.

(i) Except as otherwise provided in this Section 4.02(j) or Article VI , after the Effective Time, Post-Separation Parent Awards, regardless of by whom held, shall be settled by Parent, and SpinCo Awards, regardless of by whom held, shall be settled by SpinCo.

(ii) Upon the vesting, payment or settlement, as applicable, of SpinCo Awards, SpinCo shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each SpinCo Employee or Former SpinCo Employee, as applicable, and for ensuring the collection and remittance of applicable employee withholding Taxes to the Parent Group with respect to each Parent Employee or Former Parent Employee, as applicable (with Parent Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Parent Employees and Former Parent Employees to the applicable Governmental Authority). Upon the vesting, payment or settlement, as applicable, of Post-Separation Parent Awards, Parent shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each Parent Employee or Former Parent Employee, as applicable, and for ensuring the collection and remittance of applicable employee withholding Taxes to the SpinCo Group with respect to each SpinCo Employee or Former SpinCo Employee, as applicable (with SpinCo Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to SpinCo Employees and Former SpinCo Employees to the applicable Governmental Authority). Following the Effective Time, Parent shall be responsible for all income Tax reporting in respect of Post-Separation Parent Awards held by Parent Employees, Former Parent Employees (as applicable) and individuals who are or were Parent Non-Employee Directors (other than Transferred Directors), and SpinCo shall be responsible for all income Tax reporting in respect of SpinCo Awards held by SpinCo Employees, Former SpinCo Employees and Transferred Directors.

(iii) SpinCo shall be responsible for the settlement of cash dividends or dividend equivalents on any Post-Separation Parent Award or SpinCo Award held by a SpinCo Employee, Former SpinCo Employee or Transferred Director. Prior to the date any such settlement is due, Parent shall pay SpinCo in cash amounts required to settle any dividends or dividend equivalents with respect to Post-Separation Parent Awards. Parent shall be responsible for the settlement of cash dividends or dividend equivalents on any Post-Separation Parent Awards or SpinCo Awards held by a Parent Employee, Former Parent Employee or individual who is or was a Parent Non-Employee Director (other than a Transferred Director). Prior to the date any such settlement is due, SpinCo shall pay Parent in cash amounts required to settle any dividends or dividend equivalents accrued following the Effective Time with respect to SpinCo Awards. For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in SpinCo Shares or Parent Shares, consistent with the practice with respect to the applicable award prior to the Separation, and Parent or SpinCo, as applicable, shall adjust the number of shares subject to the applicable Post-Separation Parent Award or SpinCo

Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement.

(iv) Following the Effective Time, if any Post-Separation Parent Award shall fail to become vested, such Post-Separation Parent Award shall be forfeited to Parent, and if any SpinCo Award shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo.

(k) Cooperation. Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, (i) exercises of vested Post-Separation Parent Options and SpinCo Options, (ii) the vesting and forfeiture of unvested Post-Separation Parent Awards and SpinCo Awards, and (iii) the withholding and reporting requirements with respect to all awards. Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information in order to make certain that each applicable Person’s data and records in respect of the applicable equity awards are correct as of the Effective Time.

(l) Registration and Other Regulatory Requirements . SpinCo agrees to file Forms S-1, S-3 and S-8 registration statements, as applicable, with respect to, and to cause to be registered pursuant to the Securities Act, the SpinCo Shares authorized for issuance under the SpinCo Long-Term Incentive Plan, as required pursuant to the Securities Act, not later than the Effective Time and in any event before the date of issuance of any SpinCo Shares pursuant to the SpinCo Long-Term Incentive Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(l) .

Section 4.03. Employee Stock Purchase Plan . The administrator of the Parent ESPP shall take all actions necessary and appropriate to provide that all payroll deductions and other contributions of the participants in the Parent ESPP who are SpinCo Employees shall cease on or before the Distribution Date.

Section 4.04. Non-Equity Incentive Practices and Plans . From and following the Effective Time, the SpinCo Group shall retain pursuant to Section 2.03(b) any incentive plan for the exclusive benefit of SpinCo Employees and Former SpinCo Employees, whether or not sponsored by the SpinCo Group, and, from and after the Effective Time, shall be solely responsible for all Liabilities thereunder. Notwithstanding anything to the contrary in this Agreement, the terms and conditions (including performance goals) of the short-term incentive plans of the SpinCo Group that are applicable to SpinCo Employees and Former SpinCo Employees with respect to calendar year 2018 will be the same as those that applied to the SpinCo Employees and Former SpinCo Employees under the applicable short-term cash incentive compensation plans of the Parent Group immediately prior to the Effective Time, subject to such adjustments that the SpinCo Compensation Committee determines to be necessary or appropriate.

Section 4.05. Director Compensation . Parent shall be responsible for the payment of any fees for service on the Parent Board that are earned at, before, or after the Effective Time, and SpinCo shall not have any responsibility for any such payments, except as otherwise provided in Section 4.02 or Article VI . With respect to any SpinCo non-employee director, SpinCo shall be responsible for the payment of any fees for service on the SpinCo Board that are earned at any time after the Effective Time and Parent shall not have any responsibility for any such payments.

Notwithstanding the foregoing, SpinCo shall commence paying quarterly cash retainers to SpinCo non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (a) if Parent has already paid such quarter’s cash retainers to Parent Non-Employee Directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, SpinCo shall pay Parent an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to SpinCo after the Distribution Date (other than any amount that is subject to a deferral election and is credited or will be credited to any such director’s account under the SpinCo Directors’ Deferred Compensation Plan) and (b) if Parent has not yet paid such quarter’s cash retainers to Parent Non-Employee Directors prior to the Effective Time, then within thirty (30) days after the Distribution Date, Parent shall pay SpinCo an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Parent on and prior to the Distribution Date.

ARTICLE V
RETIREMENT PLANS

Section 5.01. SpinCo 401(k) Plan .

(a) Establishment of Plan . Effective on or before the Distribution Date, the SpinCo Board shall adopt and establish the SpinCo 401(k) Plan and a related trust (the “ SpinCo 401(k) Trust ”), which shall be intended to meet the tax qualification requirements of Section 401(a) of the Code, the tax exemption requirement of Section 501(a) of the Code, and the requirements described in Sections 401(k) and (m) of the Code. Before the Distribution Date, SpinCo shall provide Parent with (i) a copy of the SpinCo 401(k) Plan, SpinCo 401(k) Trust and favorable opinion and (ii) a copy of certified resolutions of the SpinCo Board (or its authorized committee or other delegate) evidencing adoption of the SpinCo 401(k) Plan and SpinCo 401(k) Trust and the assumption by the SpinCo 401(k) Plan of the Liabilities described in Sections 5.01(b) and (c) .

(b) Transfer of Account Balances . No later than thirty (30) days following the Effective Time (or such other times as mutually agreed to by the Parties), Parent shall cause the trustee of the Parent 401(k) Plan to transfer from the trust which forms a part of the Parent 401(k) Plan to the SpinCo 401(k) Trust, the account balances of SpinCo Employees who are not on leave due to extended short-term disability under the Parent 401(k) Plan, determined as of the date of the transfer. Unless otherwise agreed by the Parties, such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans. Any Asset and Liability transfers pursuant to this Section 5.01 , shall comply in all respects with Sections 414(l) and 411(d)(6) of the Code and if required, shall be made not less than thirty (30) days after Parent shall have filed the notice under Section 6058(b) of the Code. The Parties agree that to the extent that any Assets are not transferred in kind, the assets transferred will be mapped into an appropriate investment vehicle according to administrative procedures and guidelines established by SpinCo.

(c) Transfer of Liabilities . Effective as of the Effective Time but subject to the Asset transfer specified in Section 5.01(b) , the SpinCo 401(k) Plan shall assume and be solely responsible for all the Liabilities for or relating to SpinCo Employees who are not on leave due to extended short-term disability under the Parent 401(k) Plan. SpinCo and the SpinCo 401(k) Plan

shall be responsible for all ongoing rights of or relating to SpinCo Employees for future participation (including the right to make payroll deductions) in the SpinCo 401(k) Plan.

(d) Plan Fiduciaries . For all periods at and after the Effective Time, the Parties agree that the applicable fiduciaries of each of the Parent 401(k) Plan and the SpinCo 401(k) Plan, respectively, shall have the authority with respect to the Parent 401(k) Plan and the SpinCo 401(k) Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

(e) No Distributions . Except when a distribution may otherwise be available under the Parent 401(k) Plan, no SpinCo Employee shall be entitled to a right to a distribution of his or her benefit under the Parent 401(k) Plan solely as a result of his or her transfer of employment from the Parent Group to the SpinCo Group nor as a result of the completion of the Separation.

Section 5.02. SpinCo Share Fund in Parent 401(k) Plan . SpinCo Shares distributed in connection with the External Distribution in respect of Parent Shares transferred to the Parent 401(k) Plan accounts of Parent Employees or Former Parent Employees who participate in the Parent 401(k) Plan shall be deposited in a share fund for SpinCo Shares (the “ SpinCo Share Fund ”) under the Parent 401(k) Plan, and such participants in the Parent 401(k) Plan shall be prohibited from increasing their holdings in the SpinCo Share Fund Under the Parent 401(k) Plan (except with respect to any dividend reinvestment) and may elect to liquidate their holdings in such SpinCo Share Fund Under the Parent 401(k) Plan and invest those monies in any other investment fund offered under the Parent 401(k) Plan.

Section 5.03. Parent/SpinCo Share Funds in SpinCo 401(k) Plan . Parent Shares and SpinCo Shares transferred or distributed in connection with the External Distribution in respect of Parent Shares transferred to the SpinCo 401(k) Plan accounts of SpinCo Employees or Former SpinCo Employees who participate in the SpinCo 401(k) Plan shall be deposited in a share fund for Parent Shares or SpinCo Shares, as applicable, (collectively, the “ Parent/SpinCo Share Funds ”) under the SpinCo 401(k) Plan, and such participants in the SpinCo 401(k) Plan shall be prohibited from increasing their holdings in such Parent/SpinCo Share Funds under the SpinCo 401(k) Plan (except with respect to any dividend reinvestment) and may elect to liquidate their holdings in such Parent/SpinCo Share Funds and invest those monies in any other investment fund offered under the SpinCo 401(k) Plan.

Section 5.04. Payroll Deduction and Contribution Program . Effective on or before the Distribution Date, the SpinCo Board shall adopt and establish the SpinCo Payroll Deduction and Contribution Program. Any contributions that would have been made to the Parent Payroll Deduction and Contribution Program on behalf of SpinCo Employees or Former SpinCo Employees following the Effective Time shall instead be made to the SpinCo Payroll Deduction and Contribution Program, and the SpinCo Group shall assume or retain all Liabilities related to the SpinCo Payroll Deduction and Contribution Program. The Parent Group shall retain all Liabilities related to the Parent Payroll Deduction and Contribution Program in respect of Parent Employees and Former EQT Employees.

ARTICLE VI
NONQUALIFIED DEFERRED COMPENSATION PLAN

Effective as of no later than the Effective Time, the SpinCo Group shall establish the SpinCo Directors’ Deferred Compensation Plan. Except as provided in the immediately following sentence, (a) as of no later than the Effective Time, SpinCo shall, and shall cause the SpinCo Directors’ Deferred Compensation Plan to, assume all Liabilities under the Parent Deferred Compensation Plans related to the benefits of Transferred Directors, determined as of immediately prior to the Effective Time, and Parent and the Parent Deferred Compensation Plans shall be relieved of all Liabilities related to such benefits, and (b) Parent shall retain all Liabilities under the Parent Deferred Compensation Plans other than those relating to the Transferred Directors. Notwithstanding the foregoing, obligations and Liabilities in respect of Post-Separation Parent Awards (regardless of whether the holder is a Transferred Director) shall remain under the Parent Deferred Compensation Plans and be retained by Parent and obligations and Liabilities in respect of SpinCo Awards (regardless of whether the holder is a Transferred Director) shall be transferred to the SpinCo Directors’ Deferred Compensation Plan and be assumed by SpinCo. As of the Effective Time, all Parent Shares notionally credited to participants’ accounts under the Parent Directors’ Deferred Compensation Plan and the SpinCo Directors’ Deferred Compensation Plan shall be treated in accordance with Section 4.02(h) .

ARTICLE VII
WELFARE BENEFIT PLANS

Section 7.01. Welfare Plans .

(a) Retention of SpinCo Welfare Plans . Except as otherwise provided in this Article VII , as of the Effective Time, SpinCo shall retain the SpinCo Welfare Plans pursuant to Section 2.03(b) .

(b) Continuation Period . The Parent Group shall cause certain Welfare Plans, identified on Schedule 7.01(b) (the “ Continuation Welfare Plans ”), to provide coverage to SpinCo Employees and Former SpinCo Employees from the Effective Time until December 31, 2018 (the “ Continuation Period ”) on the same basis as immediately prior to the Effective Time. The SpinCo Group shall compensate the Parent Group for any Liabilities incurred by the Parent Group in connection with permitting the SpinCo Employees and Former SpinCo Employees to participate in the Continuation Welfare Plans during the Continuation Period in accordance with the terms of the Transition Services Agreement. Effective as of January 1, 2019, the SpinCo Employees and Former SpinCo Employees shall cease participation in the Continuation Welfare Plans and commence participation in corresponding SpinCo Welfare Plans.

(c) Allocation of Welfare Plan Assets and Liabilities . Effective as of December 31, 2018 with respect to Continuation Welfare Plans or as of the Effective Time with respect to all other Welfare Plans (the “ Transition Date ”) (i) the Parent Group shall retain or assume, as applicable, and be responsible for all Assets (including any insurance contracts, policies or other funding vehicles) and Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of Parent Employees or Former Parent Employees before, at, or after the Transition Date, and (ii) the SpinCo Group shall retain or assume, as applicable, and be responsible for all Assets (including any insurance contracts, policies or other funding vehicles) and Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of SpinCo Employees or Former SpinCo Employees before, at, or after the Transition Date.

Section 7.02. COBRA and HIPAA . The Parent Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the Parent Welfare Plans, with respect to (a) any Parent Employees or Former Parent Employees who incur a qualifying event under COBRA before, as of, or after the Effective Time and (b) any SpinCo Employees or Former SpinCo Employees who incur a qualifying event under COBRA before January 1, 2019. Effective as of January 1, 2019, the SpinCo Group shall be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the SpinCo Welfare Plans with respect to any SpinCo Employees who incur a qualifying event or loss of coverage under the SpinCo Welfare Plans and/or the Parent Welfare Plans as of, or after January 1, 2019. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA. Each of SpinCo and Parent shall be permitted to amend and modify their respective Benefit Plans in a manner consistent herewith. The SpinCo Group shall reimburse the Parent Group for any Liabilities incurred by the Parent Group in connection with complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the Parent Welfare Plans, with

respect to any SpinCo Employees or Former SpinCo Employees in accordance with the terms of the Transition Services Agreement.

Section 7.03. Vacation, Holidays and Leaves of Absence . From and following than the Effective Time, (a) the SpinCo Group shall assume or retain all Liabilities with respect to vacation, holiday, annual leave or other approved leave of absence, and required payments related thereto, for each SpinCo Employee, unless otherwise required by applicable Law, and (b) the Parent Group shall assume or retain all Liabilities with respect to vacation, holiday, annual leave or other approved leave of absence, and required payments related thereto, for each Parent Employee.

Section 7.04. Severance and Unemployment Compensation . From and following the Effective Time, (a) the SpinCo Group shall retain any and all Liabilities to, or relating to, SpinCo Employees and Former SpinCo Employees in respect of severance, and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time, and (b) the Parent Group shall retain any and all Liabilities to, or relating to, Parent Employees and Former Parent Employees in respect of severance, and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at, or after the Effective Time.

Section 7.05. Workers’ Compensation . The SpinCo Group shall be responsible for claims for workers’ compensation in respect of SpinCo Employees and Former SpinCo Employees, whether occurring before, at, or after the Effective Time, and the Parent Group shall be responsible for all claims for workers’ compensation in respect of Parent Employees and Former Parent Employees, whether occurring before, at, or after the Effective Time. The treatment of workers’ compensation claims by SpinCo with respect to Parent insurance policies shall be governed by Section 5.01 of the Separation and Distribution Agreement.

Section 7.06. Insurance Contracts . To the extent that any Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such insurance contracts for SpinCo or Parent as applicable (except to the extent that changes are required under applicable Law or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Parent and SpinCo for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.06 .

Section 7.07. Third-Party Vendors . Except as provided below, to the extent that any Welfare Plan is administered by a third-party vendor, the Parties shall cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Parent or SpinCo, as applicable and to maintain any pricing discounts or other preferential terms for both Parent and SpinCo for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.07 .

Section 7.08. VEBA . Effective as of no later than the Effective Time, the SpinCo Group shall assume the VEBA and all assets and Liabilities with respect thereto.

ARTICLE VIII
MISCELLANEOUS

Section 8.01. Information Sharing and Access .

(a) Sharing of Information. Subject to any limitations imposed by applicable Law, each of Parent and SpinCo (acting directly or through members of the Parent Group or the SpinCo Group, respectively) shall provide to the other Party and its authorized agents and vendors all information necessary (including information for purposes of determining benefit eligibility, participation, vesting, calculation of benefits) on a timely basis under the circumstances for the Party to perform its duties under this Agreement. Such information shall include information relating to equity awards under stock plans. To the extent that such information is maintained by a third-party vendor, each Party shall use its commercially reasonable efforts to require the third-party vendor to provide the necessary information and assist in resolving discrepancies or obtaining missing data.

(b) Transfer of Personnel Records and Authorization . Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Parent shall transfer to SpinCo any and all employment records (including any Form I-9, Form W-2 or other IRS forms), tax elections, wage garnishments, and Benefit Plan-related records with respect to SpinCo Employees and Former SpinCo Employees and other records reasonably required by SpinCo to enable SpinCo and the SpinCo Benefit Plans properly to carry out their obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party shall permit the other Party reasonable access to its Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

(c) Access to Records. To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement or any applicable privacy protection Laws or regulations, reasonable access to Employee-related and benefit plan related records after the Effective Time shall be provided to members of the Parent Group and members of the SpinCo Group pursuant to the terms and conditions of Article VI of the Separation and Distribution Agreement.

(d) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all information related to Employees and Benefit Plans, Parent and SpinCo shall comply with all applicable Laws, regulations and internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, Actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

(e) Cooperation. Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection Laws) all relevant documents, resolutions, government filings, data, payroll, employment and benefit plan information on regular timetables and cooperate as needed with respect to (i) any claims under or audit of or litigation with respect to any employee

benefit plan, policy or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling or advisory opinion from the IRS or U.S. Department of Labor on behalf of any employee benefit plan, policy or arrangement contemplated by this Agreement, (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor or any other Governmental Authority, and (iv) any audits by a Governmental Authority or corrective actions, relating to any Benefit Plan, labor or payroll practices; provided , however , that requests for cooperation must be reasonable and not interfere with daily business operations.

(f) Confidentiality. Notwithstanding anything in this Agreement to the contrary, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to the Separation and Distribution Agreement and the requirements of applicable Law.

Section 8.02. Preservation of Rights to Amend . Except as set forth in this Agreement, the rights of each member of the Parent Group and each member of the SpinCo Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 8.03. Fiduciary Matters . Parent and SpinCo each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 8.04. Further Assurances . Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 8.05. Counterparts; Entire Agreement; Corporate Power .

Separation and Distribution Agreement and the other Ancillary Agreements together govern the arrangements in connection with the Separation and External Distribution and would not have been entered independently.

(c) Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(d) Each Party acknowledges that it and each other Party is executing this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date hereof) and delivered in person, by mail or by courier.

Section 8.06. Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 8.07. Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

Section 8.08. Third-Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder. There are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director, or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement.

Section 8.09. Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (“e-mail”), so long as confirmation of receipt of such facsimile or e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.09):

If to Parent, to:

EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 553-5970
E-mail: JLushko@eqt.com

If to SpinCo, to:

Equitrans Midstream Corporation
625 Liberty Avenue, Suite 2000
Pittsburgh, PA 15222
Attention: General Counsel
Facsimile: (412) 904-1429
E-mail: RCWilliams@equitransmidstream.com

A Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 8.10. Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable provision to effect the original intent of the Parties.

Section 8.11. Force Majeure . No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

Section 8.12. Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.13. Survival of Covenants . Except as expressly set forth in this Agreement, the covenants, representations and warranties contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and External Distribution and shall remain in full force and effect.

Section 8.14. Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a

waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 8.15. Dispute Resolution .

(a) Any dispute, controversy or claim arising out of or relating to this Agreement. (including the validity, interpretation, breach or termination of this Agreement) (a “Dispute”) shall be resolved in accordance with the procedures set forth in Article VII of the Separation and Distribution Agreement.

(b) Subject to the foregoing provisions of this Section 8.15, each of the Parties, on behalf of itself and the members of its Group, hereby irrevocably (i) agrees that any Dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, (ii) waives any claims of forum non conveniens and agrees to submit to the jurisdiction of such courts, (iii) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.09 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts and (iv) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 8.16. Specific Performance . Subject to Section 8.15, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any Loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived by each of the Parties.

Section 8.17. Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 8.18. Interpretation . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States, Pittsburgh, Pennsylvania, or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; (j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (k) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to November 12, 2018.

Section 8.19. Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither SpinCo or any member of the SpinCo Group, on the one hand, nor Parent or any member of the Parent Group, on the other hand, shall be liable under this

Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

Section 8.20. Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives as of the date first written above.

EQT CORPORATION


By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer


EQUITRANS MIDSTREAM CORPORATION


By:	/s/ Thomas F. Karam
	Name:	Thomas F. Karam
	Title:	President and Chief Executive Officer

[Signature Page to Employee Matters Agreement]

Exhibit 4.1

SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

EQT CORPORATION

AND

EQUITRANS MIDSTREAM CORPORATION

DATED AS OF NOVEMBER 12, 2018

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1

ARTICLE II REGISTRATION RIGHTS		7

Section 2.01	Registration	7
Section 2.02	Piggyback Registrations	11
Section 2.03	Registration Procedures	13
Section 2.04	Underwritten Offerings or Exchange Offers	18
Section 2.05	Registration Rights Agreement with Participating Banks	19
Section 2.06	Registration Expenses Paid by SpinCo	19
Section 2.07	Indemnification	20
Section 2.08	Reporting Requirements; Rule 144	22
Section 2.09	Registration Rights Covenant	22

ARTICLE III VOTING RESTRICTIONS; TRANSFERABILITY		23

Section 3.01	Voting of SpinCo Shares	23
Section 3.02	Transferability	23

ARTICLE IV MISCELLANEOUS		24

Section 4.01	Further Assurances	24
Section 4.02	Term and Termination	24
Section 4.03	Counterparts; Entire Agreement; Corporate Power	24
Section 4.04	Disputes and Governing Law	25
Section 4.05	Successors, Assigns and Transferees	26
Section 4.06	Third-Party Beneficiaries	27
Section 4.07	Notices	27
Section 4.08	Severability	28
Section 4.09	Headings	28
Section 4.10	Waiver of Default	28
Section 4.11	Amendments	28
Section 4.12	Interpretation	28
Section 4.13	Performance	29
Section 4.14	Registrations, Exchanges, etc.	29
Section 4.15	Mutual Drafting	29

Exhibit A — Form of Agreement to be Bound		A-1

FORM OF
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT

This SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of November 12, 2018 (this “ Agreement ”), is by and between EQT Corporation, a Pennsylvania corporation (“ Parent ”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“ SpinCo ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I .

R E C I T A L S

WHEREAS, the board of directors of Parent (the “ Parent Board ”) has determined that it is appropriate and desirable to distribute up to eighty and one tenth of a percent (80.1%) of the outstanding SpinCo Shares owned by Parent to Parent’s shareholders (the “ External Distribution ”);

WHEREAS, Parent may Sell those SpinCo Shares that are not distributed in the Distribution (such SpinCo Shares not distributed in the Distribution, the “ Retained Shares ”) through one or more transactions, including pursuant to one or more transactions registered under the Securities Act;

WHEREAS, SpinCo desires to grant to the Parent Group the Registration Rights for the Retained Shares and other Registrable Securities, subject to the terms and conditions of this Agreement; and

WHEREAS, the Parent Group desires to grant SpinCo a proxy to vote the Retained Shares in proportion to the votes cast by SpinCo’s other shareholders, subject to the terms and conditions of this Agreement.

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Action ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Affiliate ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Ancillary Agreements ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Applicable Quarter ” shall mean the first full financial accounting quarter beginning after the Distribution Date.

“ Block Trade ” shall mean an Underwritten Offering not involving any “road show” which is commonly known as a “block trade.”

“ Deadline ” shall mean the date that is 30 days after the due date for the Form 10-Q for the Applicable Quarter; provided, that, if the Deadline pursuant to the foregoing sentence would fall on a date that is not a business day, then the Deadline shall be the next business day.

“ Debt ” shall mean any indebtedness of any member of the Parent Group, including debt securities, notes, credit facilities, credit agreements and other debt instruments, including, in each case, any amounts due thereunder.

“ Debt Exchanges ” shall mean one or more Public Debt Exchanges or Private Debt Exchanges.

“ Distribution Date ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Effective Time ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Exchange Offer ” shall mean an exchange offer of Registrable Securities for outstanding securities of a Holder.

“ Governmental Authority ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Group ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Holder ” shall mean any member of the Parent Group, so long as such Person holds any Registrable Securities, and any Permitted Transferee, so long as such Person holds any Registrable Securities.

“ Law ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Offering Confidential Information ” shall mean, with respect to a Piggyback Registration, (i) SpinCo’s plan to file the relevant Registration Statement and engage in the offering so registered, (ii) any information regarding the offering being registered (including the

potential timing, price, number of shares, underwriters or other counterparties, selling shareholders or plan of distribution) and (iii) any other information (including information contained in draft supplements or amendments to offering materials) provided to any Holders by SpinCo (or by third parties) in connection with a Piggyback Registration; provided that Offering Confidential Information shall not include information that (x) was or becomes generally available to the public (including as a result of the filing of the relevant Registration Statement) other than as a result of a disclosure by any Holder, (y) was or becomes available to any Holder from a source not bound by any confidentiality agreement with SpinCo or (z) was otherwise in such Holder’s possession prior to it being furnished to such Holder by SpinCo or on SpinCo’s behalf.

“ Parent Group ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Participating Banks ” shall mean such investment banks that engage in any Debt Exchange with one or more members of the Parent Group.

“ Parties ” shall mean the parties to this Agreement.

“ Permitted Transferee ” shall mean any Transferee and any Subsequent Transferee.

“ Private Debt Exchange ” shall mean a private exchange pursuant to which one or more members of the Parent Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange for the satisfaction of Debt, in a transaction or transactions not required to be registered under the Securities Act.

“ Prospectus ” shall mean the prospectus included in any Registration Statement, all amendments and supplements to such prospectus (including, for the avoidance of doubt, any Takedown Prospectus Supplement), including post-effective amendments, and all other material incorporated by reference in such prospectus.

“ Public Debt Exchange ” shall mean a public exchange pursuant to which one or more members of the Parent Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange for the satisfaction of Debt, in a transaction or transactions registered under the Securities Act.

“ Registrable Securities ” shall mean the Retained Shares and any SpinCo Shares or other securities issued with respect to, in exchange for, or in replacement of such Retained Shares; provided that the term “Registrable Securities” excludes any security (i) the offering and Sale of which has been effectively registered under the Securities Act and which has been Sold pursuant to a Registration Statement, (ii) that has been Sold by a Holder in a transaction or transactions exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof (including transactions pursuant to Rule 144) such that the further

Sale of such securities by the transferee or assignee is not restricted under the Securities Act or (iii) that has been Sold by a Holder in a transaction in which such Holder’s rights under this Agreement are not, or cannot be, assigned.

“ Registration ” shall mean a registration with the SEC of the offer and Sale to the public of any Registrable Securities under a Registration Statement. The terms “ Register ” and “ Registering ” shall have correlative meanings.

“ Registration Expenses ” shall mean all expenses incident to the SpinCo Group’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees, (ii) fees and expenses of compliance with securities or blue sky Laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications within the United States of any Registrable Securities being registered), (iii) printing expenses, messenger, telephone and delivery expenses, (iv) internal expenses of SpinCo Group (including all salaries and expenses of employees of members of SpinCo Group performing legal or accounting duties), (v) fees and disbursements of counsel for SpinCo and customary fees and expenses for independent certified public accountants retained by the SpinCo Group (including the expenses of any comfort letters or costs associated with the delivery by SpinCo Group members’ independent certified public accountants of comfort letters customarily requested by underwriters) and (vi) fees and expenses of listing any Registrable Securities on any securities exchange on which the SpinCo Shares are then listed and Financial Industry Regulatory Authority registration and filing fees; but excluding any fees or disbursements of any Holder, all expenses incurred in connection with the printing, mailing and delivering of copies of any Registration Statement, any Prospectus, any other offering documents and any amendments and supplements thereto to any underwriters and dealers; any underwriting discounts, fees or commissions attributable to the offer and Sale of any Registrable Securities, any fees and expenses of the underwriters or dealer managers, the cost of preparing, printing or producing any agreements among underwriters, underwriting agreements and blue sky or legal investment memoranda, any selling agreements and any other similar documents in connection with the offering, Sale, distribution or delivery of the Registrable Securities or other SpinCo Shares to be Sold, including any fees of counsel for any underwriters in connection with the qualification of the Registrable Securities or other SpinCo Shares to be Sold for offering and Sale or distribution under state securities Laws, any stock transfer taxes, out-of-pocket costs and expenses relating to any investor presentations on any “road show” presentations undertaken in connection with marketing of the Registrable Securities and any fees and expenses of any counsel to the Holder or the underwriters or dealer managers.

“ Registration Statement ” shall mean any registration statement of SpinCo filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference into such registration statement. For the avoidance of doubt, it is acknowledged and agreed that such Registration Statement may be on any form that shall be applicable, including Form S-1, Form S-3 or Form S-4 and may be a Shelf Registration Statement.

“ Sale ” shall mean the direct or indirect transfer, sale, assignment or other disposition of a security. The terms “ Sell ” and “ Sold ” shall have correlative meanings.

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Separation ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Separation and Distribution Agreement ” shall mean the Separation and Distribution Agreement by and between Parent and SpinCo in connection with the Separation and the Distribution, as it may be amended from time to time.

“ Shelf Registration ” shall mean a registration pursuant to a Shelf Registration Statement.

“ Shelf Registration Statement ” shall mean a Registration Statement of SpinCo for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“ SpinCo Board ” shall mean the board of directors of SpinCo.

“ SpinCo Group ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ SpinCo Shares ” shall mean the shares of common stock, no par value, of SpinCo.

“ Subsidiary ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Tax Matters Agreement ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Tax Opinions/Rulings ” shall have the meaning given to such term in the Tax Matters Agreement.

“ Third Party ” shall have the meaning given to such term in the Separation and Distribution Agreement.

“ Underwritten Offering ” shall mean a Registration in which Registrable Securities are Sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

In addition, for the purpose of this Agreement, the following terms shall have the meanings set forth in the Sections indicated:

Term		Section
Agreement		Preamble
Ancillary Filings		Section 2.03(a)(i)
Blackout Notice		Section 2.01(d)
Blackout Period		Section 2.01(d)
business day		Section 4.12
Demand Registration		Section 2.01(a)
Disadvantageous Condition		Section 2.01(d)
Dispute		Section 4.04(a)
e-mail		Section 4.07
External Distribution		Recitals
including		Section 4.12
Indemnifying Party		Section 2.07(c)
Indemnitee		Section 2.07(c)
Initiating Holder		Section 2.01(a)
Loss		Section 2.07(a)
Losses		Section 2.07(a)
Other Holders		Section 2.01(f)
Parent		Preamble
Parent Board		Recitals
Piggyback Registration		Section 2.02(a)
Register		Definition of Registration
Registering		Definition of Registration
Registration Period		Section 2.01(c)
Retained Shares		Recitals
Sell		Definition of Sale
Sold		Definition of Sale
SpinCo		Preamble
SpinCo Public Sale		Section 2.02(a)
Subsequent Transferee		Section 4.05(b)
Takedown Prospectus Supplement		Section 2.01(g)
Takedown Request		Section 2.01(g)
Transferee		Section 4.05(b)

ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Registration .

(a) At any time prior to the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “ Initiating Holder ”; provided that the 10% ownership threshold shall not apply to any Holder that is a member of the Parent Group) shall have the right to request that SpinCo file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Initiating Holder, by delivering a written request therefor to SpinCo specifying the number of shares of Registrable Securities such Initiating Holder wishes to register (a “ Demand Registration ”). SpinCo shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its commercially reasonable efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 30 days of such request, and (iii) use its commercially reasonable efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or Form S-3 in the case of a Shelf Registration Statement, and SpinCo shall effect the Registration on the form so requested.

(b) The Holder(s) may collectively make a total of six Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.05 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05 ). In addition, and notwithstanding anything to the contrary, the Parent Group shall be permitted to engage in up to four Private Debt Exchanges within any nine-month period following the date hereof, and Demand Registration request(s) made by the Participating Banks in such Private Debt Exchanges pursuant to one or more registration rights agreements with SpinCo pursuant to Section 2.05 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Parent Group shall be permitted to engage in additional Private Debt Exchanges outside of such nine-month period, but each Demand Registration request by the Participating Banks for such additional Private Debt Exchange pursuant to its registration rights agreement with SpinCo pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of

Demand Registration requests set forth in the first sentence of this Section 2.01(b) ). Furthermore, and notwithstanding anything to the contrary in this Agreement, if, at the time of the sixth Demand Registration, SpinCo is prohibited under then-existing SEC rules from registering all remaining Registrable Securities pursuant to a Shelf Registration, regardless of whether the Holder or Holders have requested that such sixth Demand Registration be a Shelf Registration or otherwise, then such Demand Registration shall not count toward the total number of Demand Registration requests made by the Holder(s), and the Holder(s) shall continue to be able to make additional Demand Registration requests until such time as SpinCo is permitted under then-existing SEC rules to register all of the remaining Registrable Securities pursuant to a Shelf Registration.

(c) SpinCo shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) (x) in the case of a Registration Statement that is not a Shelf Registration Statement, 60 days from the effective date of such Registration Statement, (y) in the case of a Shelf Registration Statement on Form S-1, 12 months from the effective date of such Shelf Registration Statement, and (z) in the case of a Shelf Registration Statement on any other form, 24 months from the effective date of such Shelf Registration Statement (such period, as applicable, the “ Registration Period ”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the SpinCo Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority or as a result of such need to update or supplement the Registration Statement.

(d) With respect to any Registration Statement or Takedown Prospectus Supplement, whether filed or to be filed pursuant to this Agreement, if the SpinCo Board in good faith shall reasonably determine, upon the advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement), or filing such Takedown Prospectus Supplement, would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving SpinCo or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning SpinCo or any of its consolidated Subsidiaries that, if disclosed at such time, would be materially adverse to SpinCo (a “ Disadvantageous Condition ”), SpinCo may, for the shortest period reasonably practicable, and in any event for not more than 60 consecutive calendar days (a “ Blackout Period ”), notify the Holders whose offers and Sales of Registrable Securities are covered (or to be covered) by such Registration Statement or Takedown Prospectus Supplement that such Registration Statement is unavailable for use (or will not be filed as requested) (a “ Blackout

Notice ”). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus or Takedown Prospectus Supplement contained in any effective Registration Statement; provided that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement or Takedown Prospectus Supplement, then SpinCo shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such Registrable Securities; provided , further , that, if implementation of such Blackout Period would materially impair the ability of Parent or any member of the Parent Group to Sell its Registrable Securities in accordance with its or their intended method of distribution before the Deadline, then SpinCo may not impose such Blackout Period (and any Blackout Period then in effect shall automatically expire) and SpinCo shall as soon as reasonably possible revise, amend and/or supplement the Registration Statement, as applicable, so that it does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, SpinCo shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement or Takedown Prospectus Supplement as are otherwise required by this Agreement. The Registration Period for any Registration Statement for which SpinCo has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. SpinCo shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 90 calendar days. If the SpinCo Board declares a Blackout Period with respect to a Demand Registration for a Registration Statement that has not yet been declared effective or a Takedown Request for which a Takedown Prospectus Supplement has not yet been filed, (i) the Holders may by notice to SpinCo withdraw the related Demand Registration request or Takedown Request, in the case of a Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be made under Section 2.01(b) , and (ii) the Holders shall not be responsible for any of SpinCo’s related Registration Expenses.

(e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a) or Section 2.01(g) , such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and SpinCo shall include such information in the written notice to the Holders required under Section 2.01(a) . In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to SpinCo. SpinCo shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (subject to their approval), provided that such

designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions.

(f) If the managing underwriter or underwriters of a proposed Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the Holders participating in such Registration that, in its or their opinion, the number of securities requested to be included in such Registration exceeds the number that can be Sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriters and allocated first to any members of the Parent Group participating in the Registration, and then pro rata among the other Holders, including the Initiating Holder (other than any member of the Parent Group), in proportion to the number of Registrable Securities each Holder has requested to be included in such Registration; provided that if this sentence would result in a reduction of the Registrable Securities of the Initiating Holder to be included in such Registration, the Initiating Holder may notify SpinCo in writing that the Registration Statement shall be abandoned or withdrawn, in which event SpinCo shall abandon or withdraw such Registration Statement. In the event the Initiating Holder notifies SpinCo that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a) , and SpinCo shall not be deemed to have effected a Demand Registration with respect to such abandoned or withdrawn Registration Statement. If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f) , SpinCo and the holders of SpinCo Shares or, if the Registrable Securities include securities other than SpinCo Shares, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“ Other Holders ”), may include such securities for their own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Registrable Securities included in such Registration.

(g) With respect to any Demand Registration, the requesting Holders may request that SpinCo effect a Registration of the Registrable Securities under a Shelf Registration, in which event SpinCo shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective in accordance with Section 2.01(c) (including by filing any post-effective amendments or prospectus supplements as required by law or renewing or refiling upon expiration), a Shelf Registration Statement; provided that SpinCo shall not be required to maintain in effect more than one Shelf Registration at any one time pursuant to this Section 2.01(g) . Thereafter, SpinCo shall, as promptly as reasonably practicable following the written request of Holders for a resale of Registrable Securities (a “ Takedown Request ”), file a prospectus supplement (a “ Takedown Prospectus Supplement ”) to such Shelf Registration Statement under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Holder’s intended method of distribution thereof (it being understood, for the avoidance of doubt, that a Takedown Request shall not count as a Demand Registration request for purposes of the limit set forth in Section 2.01(b) ). Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount and the intended method or methods of distribution thereof. If, in the case of an Underwritten Offering

pursuant to a Takedown Request, the requesting Holder(s) so elect, such offering shall be in the form of a Block Trade, in which case the requesting Holder(s) shall give at least eight (8) business days’ prior notice in writing of such transaction to SpinCo (which notice shall identify the potential underwriter(s) and include contact information for such underwriter(s)), and SpinCo shall use commercially reasonable efforts to cooperate with such requesting Holder(s) to the extent it is reasonably able and shall not be required to give notice thereof to other Holders of Registrable Securities or permit their participation therein unless SpinCo determines it is reasonably practicable to do so.

Section 2.02 Piggyback Registrations .

(a) At any time prior to the earlier to occur of the fifth anniversary of the Distribution Date and the date on which the Registrable Securities then held by the Holder(s) represent less than 1% of SpinCo’s then-issued and outstanding SpinCo Shares (or, if the Registrable Securities include securities other than SpinCo Shares, less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if SpinCo proposes to file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (other than (i) a Registration or Takedown Prospectus Supplement under Section 2.01 , (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only SpinCo Shares being registered are SpinCo Shares issuable upon conversion of debt securities that are also being registered) (a “ SpinCo Public Sale ”), then, as soon as practicable, but in any event not less than 15 days prior to the proposed date of filing such Registration Statement, SpinCo shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “ Piggyback Registration ”). Subject to Section 2.02(b) and Section 2.02(c) , SpinCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to a SpinCo Public Sale all Registrable Securities that are requested to be included therein within five business days after the receipt of any such notice; provided , however , that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of the SpinCo Public Sale, SpinCo may, at its election, give written notice of such determination to each such Holder and, thereupon, (x) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other SpinCo Shares in the SpinCo Public Sale. No Registration effected under this Section 2.02 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.01 . For purposes of clarification, SpinCo’s filing of a Shelf Registration Statement shall not be deemed

to be a SpinCo Public Sale; provided , however , that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of SpinCo Shares for its own account and/or for the account of any other Persons will be a SpinCo Public Sale, unless such offering qualifies for an exemption from the SpinCo Public Sale definition in this Section 2.02(a) .

(b) In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to SpinCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c) If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration inform SpinCo and each Holder in writing that, in its or their opinion, the number of securities of such class that such Holder and any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, all securities of SpinCo and any other Persons (other than SpinCo’s executive officers and directors) for whom SpinCo is effecting the Registration, as the case may be, that SpinCo and such Persons propose to Sell, (ii) second, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the members of the Parent Group that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Holder to be included in such Sale, (iii) third, the number, if any, of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be Sold without having such adverse effect, with such number to be allocated pro rata among the Holders (other than members of the Parent Group) that hold Registrable Securities and have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Person to be included in such Sale, (iv) fourth, the number of securities of executive officers and directors of SpinCo for whom SpinCo is effecting the Registration, as the case may be, with such number to be allocated pro rata among the executive officers and directors and (v) fifth, any other securities eligible for inclusion in such Registration, allocated among the holders of such securities in such proportion as SpinCo and those holders may agree.

(d) After a Holder has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other SpinCo Shares) in such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and shall cause such agents, employees, advisors and counsel to comply with the requirements of this Section 2.02(d) ; provided that any such Holder may disclose Offering Confidential Information if such disclosure

is required by legal process, but such Holder shall cooperate with SpinCo to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.

Section 2.03 Registration Procedures .

(a) In connection with SpinCo’s Registration obligations under Section 2.01 and Section 2.02 , SpinCo shall use its commercially reasonable efforts to effect such Registration to permit the offer and Sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith, SpinCo shall, and shall cause the members of the SpinCo Group to:

(i) prepare and file the required Registration Statement or Takedown Prospectus Supplement, including all exhibits and financial statements and, in the case of an Exchange Offer, any document required under Rule 425 or Rule 165 with respect to such Exchange Offer (collectively, the “ Ancillary Filings ”) required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters or dealer managers, if any, and to the Holders, copies of all documents prepared to be filed, which documents shall be subject to the review and comment of such underwriters or dealer managers and such Holders and their respective counsel, and provide such underwriters or dealer managers, if any, and such Holders and their respective counsel reasonable time to review and comment thereon and (B) not file with the SEC any Registration Statement or Prospectus or amendments or supplements thereto or any Ancillary Filing to which the Holders or the underwriters or dealer managers, if any, shall reasonably object;

(ii) prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus and any Ancillary Filing as may be reasonably requested by the participating Holders;

(iii) promptly notify the participating Holders and the managing underwriters or dealer managers, if any, and, if requested, confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by any member of the SpinCo Group (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, or any Ancillary Filing has been filed, (B) of any comments (written or oral) by the SEC or any request (written or oral) by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement, such Prospectus or any Ancillary Filing, or for any additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement, any order preventing or suspending the use of any preliminary or final Prospectus or any Ancillary Filing, or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties (written or oral) in any applicable underwriting agreement or dealer manager agreement cease to be true and correct in all material respects and (E) of the receipt by any member of the SpinCo Group of any notification

with respect to the suspension of the qualification of the Registrable Securities for offering or Sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(iv) (A) promptly notify each participating Holder and the managing underwriter(s) or dealer manager(s), if any, when SpinCo becomes aware of the occurrence of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Ancillary Filing contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, or if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or any Ancillary Filing in order to comply with the Securities Act, and (B) in either case, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to each participating Holder and the underwriter(s) or dealer manager(s), if any, an amendment or supplement to such Registration Statement, Prospectus or Ancillary Filing that will correct such statement or omission or effect such compliance;

(v) use its commercially reasonable efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vi) promptly (A) incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriter(s) or dealer manager(s), if any, and the Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities and (B) make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(vii) furnish to each participating Holder and each underwriter or dealer manager, if any, without charge, as many conformed copies as such Holder or underwriter or dealer manager may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(viii) deliver to each participating Holder and each underwriter or dealer manager, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Holder or underwriter or dealer manager may reasonably request (it being understood that SpinCo consents to the use of such Prospectus or any amendment or supplement thereto by each participating Holder and the underwriter(s) or dealer manager(s), if any, in connection with the offering and Sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as such participating Holder or underwriter or dealer manager may reasonably request in order to

facilitate the Sale of the Registrable Securities by such Holder or underwriter or dealer manager;

(ix) on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its commercially reasonable efforts to register or qualify, and cooperate with each participating Holder, the managing underwriter(s) or dealer manager(s), if any, and their respective counsel, in connection with the registration or qualification of, such Registrable Securities for offer and Sale under the securities or “blue sky” Laws of each state and other jurisdiction of the United States as any participating Holder or managing underwriter(s) or dealer manager(s), if any, or their respective counsel reasonably request, and in any foreign jurisdiction mutually agreeable to SpinCo and the participating Holders, and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of offers and Sales and dealings in such jurisdictions for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that SpinCo will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject or conform its capitalization or the composition of its assets at the time to the securities or blue sky Laws of any such jurisdiction;

(x) in connection with any Sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with each participating Holder and the managing underwriter(s) or dealer manager(s), if any, to (A) facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Sold and not bearing any restrictive Securities Act legends and (B) register such Registrable Securities in such denominations and such names as such participating Holder or the underwriter(s) or dealer manager(s), if any, may request at least two business days prior to such Sale of Registrable Securities; provided that SpinCo may satisfy its obligations under this clause (x) without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

(xi) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of SpinCo’s securities are then listed or quoted and on each inter-dealer quotation system on which any of SpinCo’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter or dealer manager (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s) or dealer manager(s), if any, to consummate the Sale of such Registrable Securities;

(xii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the

applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with the Depository Trust Company; provided that SpinCo may satisfy its obligations under this clause (xii) without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

(xiii) obtain for delivery to and addressed to each participating Holder and to the underwriter(s) or dealer manager(s), if any, opinions from counsel for SpinCo, in each case dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement or, in the event of an Exchange Offer, the date of the closing under the dealer manager agreement or similar agreement or otherwise, and in each such case in customary form and content for the type of Underwritten Offering or Exchange Offer, as applicable;

(xiv) in the case of an Underwritten Offering or Exchange Offer, obtain for delivery to and addressed to SpinCo and the managing underwriter(s) or dealer manager(s), if any, and, to the extent requested, each participating Holder, a cold comfort letter from SpinCo’s independent registered public accounting firm in customary form and content for the type of Underwritten Offering or Exchange Offer, dated the date of execution of the underwriting agreement or dealer manager agreement or, if none, the date of commencement of the Exchange Offer, and brought down to the closing, whether under the underwriting agreement or dealer manager agreement, if applicable, or otherwise;

(xv) in the case of an Exchange Offer that does not involve a dealer manager, provide to each participating Holder such customary written representations and warranties or other covenants or agreements as may be requested by any participating Holder comparable to those that would be included in an underwriting or dealer manager agreement;

(xvi) use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but in any event no later than 90 days, after the end of the 12-month period beginning with the first day of SpinCo’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement;

(xvii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of SpinCo’s securities are then listed or quoted and on each inter-dealer quotation system on which any of SpinCo’s securities are then quoted;

(xix) provide (A) each Holder participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include any Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the Registrable Securities to be registered, (C) the Sale or placement agent therefor, if any, (D) the dealer manager therefor, if any, (E) counsel for such Holder, underwriters, agent, or dealer manager and (F) any attorney, accountant or other agent or representative retained by such Holder or any such underwriter or dealer manager, as selected by such Holder, in each case, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto; and for a reasonable period prior to the filing of such Registration Statement, upon execution of a customary confidentiality agreement, make available for inspection upon reasonable notice at reasonable times and for reasonable periods, by the parties referred to in clauses (A) through (F) above, all pertinent financial and other records, pertinent corporate and other documents and properties of the SpinCo Group that are available to SpinCo, and cause all of the SpinCo Group’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods to discuss the business of SpinCo and to supply all information available to SpinCo reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence or other responsibility, subject to the foregoing; provided that in no event shall any member of the SpinCo Group be required to make available any information which the SpinCo Board determines in good faith to be competitively sensitive or confidential. The recipients of such information shall coordinate with one another so that the inspection permitted hereunder will not unnecessarily interfere with the SpinCo Group’s conduct of business. Each Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of SpinCo or its Affiliates unless and until such information is made generally available to the public by SpinCo or such Affiliate or for any reason not related to the Registration of Registrable Securities;

(xx) cause the senior executive officers of SpinCo to participate at reasonable times and for reasonable periods in the customary “road show” presentations that may be reasonably requested by the managing underwriter(s) or dealer manager(s), if any, and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(xxi) comply with all requirements of the Securities Act, Exchange Act and other applicable Laws, rules and regulations, as well as all applicable stock exchange rules; and

(xxii) take all other customary steps reasonably necessary or advisable to effect the Registration and distribution of the Registrable Securities contemplated hereby.

(b) As a condition precedent to any Registration hereunder, SpinCo may require each Holder as to which any Registration is being effected to furnish to SpinCo such information regarding the distribution of such securities and such other information relating to

such Holder, its ownership of Registrable Securities and other matters as SpinCo may from time to time reasonably request in writing. Each such Holder agrees to furnish such information to SpinCo and to cooperate with SpinCo as reasonably necessary to enable SpinCo to comply with the provisions of this Agreement.

(c) Each Holder shall, as promptly as reasonably practicable, notify SpinCo, at any time when a Prospectus is required to be delivered (or deemed delivered) under the Securities Act, of the occurrence of an event, of which such Holder has knowledge, relating to such Holder or its Sale of Registrable Securities thereunder requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered (or deemed delivered) to the purchasers of such Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(d) Parent agrees (on behalf of itself and each member of the Parent Group), and any other Holder agrees by acquisition of such Registrable Securities, that, upon receipt of any written notice from SpinCo of the occurrence of any event of the kind described in Section 2.03(a)(iv) , such Holder will forthwith discontinue Sales of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.03(a)(iv) , or until such Holder is advised in writing by SpinCo that the use of the Prospectus may be resumed, and if so directed by SpinCo, such Holder will deliver to SpinCo, at SpinCo’s expense, all copies of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event SpinCo shall give any such notice, the Registration Period shall be extended by the number of days during the period from and including the date of the giving of such notice through the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.03(a)(iv) or is advised in writing by SpinCo that the use of the Prospectus may be resumed.

Section 2.04 Underwritten Offerings or Exchange Offers .

(a) If requested by the managing underwriter(s) for any Underwritten Offering or dealer manager(s) for any Exchange Offer that is requested by Holders pursuant to a Demand Registration or Takedown Request under Section 2.01 , SpinCo shall enter into an underwriting agreement or dealer manager agreement, as applicable, with such underwriter(s) or dealer manager(s) for such offering, such agreement to be reasonably satisfactory in substance and form to SpinCo and the underwriter(s) or dealer manager(s) and, if any member of the Parent Group is a participating Holder, to such member of the Parent Group. Such agreement shall contain such representations and warranties by SpinCo and such other terms as are generally prevailing in agreements of that type. Each Holder with Registrable Securities to be included in any Underwritten Offering or Exchange Offer by such underwriter(s) or dealer manager(s) shall enter into such underwriting agreement or dealer manager agreement at the request of SpinCo, which agreement shall contain such reasonable representations and warranties by the Holder and such other reasonable terms as are generally prevailing in agreements of that type.

(b) If requested by the managing underwriter(s) in any Underwritten Offering or by the Holder or the dealer manager(s) in an Exchange Offer, (i) the Holders hereby agree, in the event of a SpinCo Public Sale involving an offering of SpinCo Shares or other equity securities of SpinCo in an Underwritten Offering (whether in a Demand Registration or a Piggyback Registration or pursuant to a Takedown Request, whether or not the Holders participate therein), and (ii) SpinCo hereby agrees, in the event of a SpinCo Public Sale of SpinCo Shares or other equity securities of SpinCo in an Underwritten Offering or an Exchange Offer, and, except in the case of a Shelf Registration, SpinCo shall cause its executive officers and directors to agree, in each case, that they shall not effect any Sale or distribution (including any offer to Sell, contract to Sell, short Sale or any option to purchase) of any securities (except, in each case, as part of the applicable Registration, if permitted hereunder) that are of the same type as those being Registered in connection with such public offering and Sale, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning five days before, and ending 90 days (or such lesser period as may be permitted by SpinCo or the participating Holder(s), as applicable, or such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such Registration (or, if later, the date of the Prospectus), to the extent timely notified in writing by such selling Person or the managing underwriter or underwriters or dealer manager or dealer managers. The participating Holders and SpinCo, as applicable, also agree to execute an agreement evidencing the restrictions in this Section 2.04(b) in customary form, which form is reasonably satisfactory to SpinCo or the participating Holder(s), as applicable, and the underwriter(s) or dealer manager(s), as applicable; provided that such restrictions may be included in the underwriting agreement or dealer manager agreement, if applicable. SpinCo may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period.

(c) No Holder may participate in any Underwritten Offering or Exchange Offer hereunder unless such Holder (i) agrees to Sell such Holder’s securities on the basis provided in any underwriting arrangements or dealer manager agreements approved by SpinCo or other Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, dealer manager agreements and other documents reasonably required under the terms of such underwriting arrangements or dealer manager agreements or this Agreement.

Section 2.05 Registration Rights Agreement with Participating Banks . If one or more members of the Parent Group decide to engage in a Private Debt Exchange with one or more Participating Banks, SpinCo shall enter into a registration rights agreement with the Participating Banks in connection with such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Section 3.01 hereof) and reasonably satisfactory to SpinCo and the Parent Group.

Section 2.06 Registration Expenses Paid by SpinCo . In the case of any Registration of Registrable Securities required pursuant to this Agreement, SpinCo shall pay all Registration Expenses regardless of whether the Registration Statement becomes effective; provided , however , that SpinCo shall not be required to pay for any expenses of any Registration begun pursuant to Section 2.01 if the Demand Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be Registered (in which

case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one Demand Registration to which they have the right pursuant to Section 2.01(b) .

Section 2.07 Indemnification .

(a) SpinCo agrees to indemnify, defend and hold harmless, to the full extent permitted by applicable Law, each Holder whose shares are included in a Registration Statement, such Holder’s Affiliates and their respective officers, directors, agents, advisors, employees and each Person, if any, who controls (within the meaning of the Securities Act or the Exchange Act) such Holder, from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “ Loss ” and, collectively, “ Losses ”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the offering and Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) of the Securities Act or any Ancillary Filing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided that with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any such liability results from or arises out of (A) the fact that a then current copy of the Prospectus was not sent or given to the Person asserting any such liability at or prior to the written confirmation of the Sale of the Registrable Securities concerned to such Person if it is determined by a court of competent jurisdiction in a final and non-appealable judgment that SpinCo had provided such then current copy of the Prospectus to such Holder or the applicable underwriter or dealer manager prior to such confirmation and it was the responsibility of such Holder or its agents to provide such Person with a then current copy of the Prospectus and such then current copy of the Prospectus would have cured the defect giving rise to such liability, (B) the use of any Prospectus by or on behalf of any Holder after SpinCo has notified such Person (x) that such Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (y) that a stop order has been issued by the SEC with respect to a Registration Statement, or (C) any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to SpinCo by or on behalf of the Indemnitee, in either case expressly for use in such Registration Statement or Prospectus. This indemnity shall be in addition to any liability SpinCo may otherwise have, including under the Separation and Distribution Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Sale of such securities by such Holder.

(b) Each participating Holder whose Registrable Securities are included in a Registration Statement agrees (severally and not jointly) to indemnify, defend and hold harmless, to the full extent permitted by applicable Law, SpinCo, its directors, officers, agents, advisors, employees and each Person, if any, who controls (within the meaning of the Securities Act and the Exchange Act) SpinCo from and against any and all Losses (i) arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or the Prospectus included therein, in reliance upon and in conformity with written information furnished to SpinCo by or on behalf of such Holder, in either case expressly for use in such Registration Statement or Prospectus or (ii) resulting from (A) the fact that a then current copy of the Prospectus was not sent or given to the Person asserting any such liability at or prior to the written confirmation of the Sale of the Registrable Securities concerned to such Person if it is determined by a court of competent jurisdiction in a final and non-appealable judgment that SpinCo had provided such then current copy of the Prospectus to such Holder or the applicable underwriter or dealer manager prior to such confirmation and it was the responsibility of such Holder or its agent to provide such Person with a then current copy of the Prospectus and such then current copy of the Prospectus would have cured the defect giving rise to such liability, or (B) the use of any Prospectus by or on behalf of any Holder after SpinCo has notified such Person (x) that such Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (y) that a stop order has been issued by the SEC with respect to a Registration Statement. This indemnity shall be in addition to any liability the participating Holder may otherwise have, including under the Separation and Distribution Agreement. In no event shall the liability of any participating Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the Sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of SpinCo or any indemnified party.

(c) Any claim or action with respect to which a Party (an “ Indemnifying Party ”) may be obligated to provide indemnification to any Person entitled to indemnification hereunder (an “ Indemnitee ”) shall be subject to the procedures and other provisions for indemnification set forth in Sections 4.4, 4.5 and 4.6 of the Separation and Distribution Agreement.

(d) If for any reason the indemnification provided for in Section 2.07(a) or Section 2.07(b) is unavailable to an Indemnitee or insufficient to hold it harmless as contemplated by Section 2.07(a) or Section 2.07(b) , then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnitee as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnitee on the other hand. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnitee and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. For the avoidance of doubt, the establishment of such relative fault, and any disagreements or disputes relating thereto, shall be subject to Section 4.04 . Notwithstanding anything in this Section 2.07(d) to the contrary, no Indemnifying Party (other than SpinCo) shall be required pursuant to this Section 2.07(d) to

contribute any amount in excess of the amount by which the net proceeds received by such Indemnifying Party from the Sale of Registrable Securities in the offering to which the Losses of the Indemnitees relate (before deducting expenses, if any) exceeds the amount of any damages which such Indemnifying Party has otherwise been required to pay by reason of such untrue statement or omission. The Parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.07(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.07(d) . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an Indemnitee hereunder shall be deemed to include, for purposes of this Section 2.07(d) , any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such Loss or Action. If indemnification is available under this Section 2.07 , the Indemnifying Parties shall indemnify each Indemnitee to the full extent provided in Section 2.07(a) and Section 2.07(b) without regard to the relative fault of said Indemnifying Parties or Indemnitee. Any Holders’ obligations to contribute pursuant to this Section 2.07(d) are several and not joint.

Section 2.08 Reporting Requirements; Rule 144 . Until the earlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which there cease to be any Holders of Registrable Securities, SpinCo shall use its commercially reasonable efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable Laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Sections 13, 14 and 15(d), as applicable, of the Exchange Act so that SpinCo will qualify for registration on Form S-3 and to enable the Holders to Sell Registrable Securities without registration under the Securities Act consistent with the exemptions from registration under the Securities Act provided by (i) Rule 144 or Regulation S under the Securities Act, as amended from time to time, or (ii) any similar SEC rule or regulation then in effect. From and after the date hereof through such earlier date, SpinCo shall forthwith upon request furnish any Holder (x) a written statement by SpinCo as to whether it has complied with such requirements and, if not, the specifics thereof, (y) a copy of the most recent annual or quarterly report of SpinCo and (z) such other reports and documents filed by SpinCo with the SEC as such Holder may reasonably request in availing itself of an exemption for the offering and Sale of Registrable Securities without registration under the Securities Act.

Section 2.09 Registration Rights Covenant . SpinCo covenants that it will not, and it will cause the members of the SpinCo Group not to, grant any right of registration under the Securities Act relating to the SpinCo Shares or any of its other securities to any Person other than pursuant to this Agreement, unless the rights so granted to another Person do not limit or restrict the rights of the Holder(s) hereunder. If SpinCo enters into any agreement after the date hereof granting any Person registration rights with respect to any security of SpinCo which agreement contains any material provisions more favorable to such Person than those set forth in this Agreement, SpinCo will notify Parent and will agree to such amendments to this Agreement as may be necessary to provide these rights to Parent, at Parent’s election.

ARTICLE III

VOTING RESTRICTIONS; TRANSFERABILITY

Section 3.01 Voting of SpinCo Shares .

(a) From the date of this Agreement until the date that the Parent Group ceases to own any Retained Shares, Parent shall, and shall cause each other member of the Parent Group to (in each case, to the extent that they then own any Retained Shares), be present, in person or by proxy, at each and every SpinCo shareholder meeting, and otherwise to cause all Retained Shares then owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, such Retained Shares in proportion to the votes cast by the other holders of SpinCo Shares on such matter.

(b) From the date of this Agreement until the date that the Parent Group ceases to own any Retained Shares, Parent hereby grants, and shall cause each other member of the Parent Group (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in Law to support an irrevocable proxy to SpinCo or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them in proportion to the votes cast by the other holders of SpinCo Shares on such matter, provided that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any Sale of such Retained Share from a member of the Parent Group to a Person other than a member of the Parent Group and (ii) nothing in this Section 3.01(b) shall limit or prohibit any such Sale.

(c) Parent acknowledges and agrees (on behalf of itself and each member of the Parent Group) that SpinCo will be irreparably damaged in the event any of the foregoing provisions of this Section 3.01 are not performed by Parent in accordance with their terms or are otherwise breached. Accordingly, it is agreed that SpinCo shall be entitled to an injunction to prevent breaches of this Section 3.01 and to specific enforcement of the provisions of this Section 3.01 in any action instituted in any court of the United States or any state having subject matter jurisdiction over such action.

Section 3.02 Transferability . It is the mutual objective of the Parties to provide the Parent Group with the greatest liquidity feasible so as to be able to achieve a clean exit at the highest valuation and with the least disruption to either Parent or SpinCo. Therefore, in light of the foregoing, the Parties have agreed as follows: SpinCo and the SpinCo Board shall not take any action that would interfere with the ability of the Parent Group to Sell the Registrable Securities, whether pursuant to a Registration or otherwise. Without limiting the generality of the foregoing, SpinCo and the SpinCo Board agree (a) not to adopt a shareholder rights plan or similar plan or agreement unless such plan by its terms exempts or, at the time of adoption of such plan SpinCo and the SpinCo Board take action to exempt, any Transferee to whom one or more members of the Parent Group Sells any Registrable Securities (and any Subsequent Transferee to whom such Transferee may Sell Registrable Securities, and similarly to any further

Subsequent Transferee); (b) to take all actions necessary to ensure that no state anti-takeover law in any way restricts any Permitted Transferee, in each case from acquiring Registrable Securities pursuant to such Sale or any accumulation of SpinCo Shares or other securities of SpinCo by the Permitted Transferee up to and including an aggregate beneficial ownership of SpinCo Shares and other securities of SpinCo of 19.9%, provided that, these clauses (a) and (b) shall only be applicable for one Permitted Transferee at a time; and (c) to assist, cooperate with and act as necessary or appropriate to facilitate the Parent Group’s investigation and implementation of a Sale of Registrable Securities; it being understood that SpinCo and the SpinCo Board shall take no action to interfere with or impede and shall in all respects facilitate as requested any tax-free exchange of the Registrable Securities such as a debt-for-equity or equity-for-equity exchanges, including facilitating the completion of any such transactions by the Deadline and otherwise in accordance with the Tax Opinions/Rulings.

ARTICLE IV

MISCELLANEOUS

Section 4.01 Further Assurances . In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its commercially reasonable efforts, prior to, on and after the date hereof, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement.

Section 4.02 Term and Termination . This Agreement shall terminate upon the earliest of (a) five years after the Distribution Date, (b) the time at which all Registrable Securities are held by Persons other than Holders and (c) the time at which all Registrable Securities have been Sold pursuant to one or more Registration Statements; provided that the provisions of Section 2.06 and Section 2.07 and this Article IV shall survive any such termination.

Section 4.03 Counterparts; Entire Agreement; Corporate Power .

(b) This Agreement and the Exhibit hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein. This Agreement, the Separation and Distribution Agreement and the other Ancillary Agreements together govern the arrangements in connection with the Separation and External Distribution and would not have been entered independently.

(c) Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

Section 4.04 Disputes and Governing Law .

(a) Subject to Section 3.01(c), any dispute, controversy or claim arising out of or relating to this Agreement (including the validity, interpretation, breach or termination of this Agreement) (a “ Dispute ”) shall be resolved in accordance with the procedures set forth in Article VII of the Separation and Distribution Agreement.

(b) This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

(c) Subject to the foregoing provisions of this Section 4.04, each of the Parties, on behalf of itself and the members of its Group, hereby irrevocably (i) agrees that any Dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in

the State of Delaware, (ii) waives any claims of forum non conveniens and agrees to submit to the jurisdiction of such courts, (iii) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 4.07 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts and (iv) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 4.05 Successors, Assigns and Transferees .

(a) Except as set forth herein, this Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors and permitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements in whole ( i.e. , the assignment of a Party’s rights and obligations under this Agreement, the Separation and Distribution Agreement and all other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

(b) Notwithstanding any other terms of this Section 4.05 , in connection with the Sale of Registrable Securities:

(i) Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Sale, a “ Transferee ”).

(ii) A Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee

to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee to which Registrable Securities are Sold, unless such Sale consists of Registrable Securities representing less than 1% of SpinCo’s then-issued and outstanding securities of the same class as the Registrable Securities and such Registrable Securities are eligible for Sale pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act under Section 4(a) thereof (including transactions pursuant to Rule 144); provided that in the case of clause (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to which the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such subsequent transferee, a “ Subsequent Transferee ”).

(iii) Parent and any Permitted Transferee (as applicable) may assign its rights under Section 3.02 to any Permitted Transferee; provided that (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the Permitted Transferee and (y) the Permitted Transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo.

Section 4.06 Third-Party Beneficiaries . Except for any Person expressly entitled to indemnification rights under this Agreement, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 4.07 Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (“ e-mail ”), so long as confirmation of receipt of such facsimile or e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 4.07 ):

If to Parent, to:

EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222

Attention: General Counsel

Facsimile: (412) 553-5970

E-mail: JLushko@eqt.com

If to SpinCo, to:

Equitrans Midstream Corporation
625 Liberty Avenue, Suite 2000

Pittsburgh, PA 15222

Attention: General Counsel

Facsimile: (412) 904-1429

E-mail: RCWilliams@equitransmidstream.com

A Party may, by written notice to the other Party, change the address to which any such notices are to be given.

Section 4.08 Severability . If any provision of this Agreement or the application hereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 4.09 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 4.10 Waiver of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 4.11 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification, or the Holders of a majority of the Registrable Securities, if such waiver, amendment, supplement or modification is sought to be enforced against a Holder.

Section 4.12 Interpretation . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this

Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement, the Separation and Distribution Agreement and each other Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “ including ” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “ business day ” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States, Pittsburgh, Pennsylvania, or New York, New York; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; (j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (k) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to November 12, 2018.

Section 4.13 Performance . Parent will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Parent Group. SpinCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the SpinCo Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement or the transactions contemplated hereby.

Section 4.14 Registrations, Exchanges, etc. Notwithstanding anything to the contrary that may be contained in this Agreement, the provisions of this Agreement shall apply to the full extent set forth herein with respect to (a) any SpinCo Shares, now or hereafter authorized to be issued, (b) any and all securities of SpinCo into which SpinCo Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by SpinCo and (c) any and all securities of any kind whatsoever of SpinCo or any successor or permitted assign of SpinCo (whether by merger, consolidation, sale of assets or otherwise) which may be issued on or after the date hereof in respect of, in conversion of, in exchange for or in substitution of, SpinCo Shares, and shall be appropriately adjusted for any stock dividends, or other distributions, stock splits or reverse stock splits, combinations, recapitalizations, mergers, consolidations, exchange offers or other reorganizations occurring after the date hereof.

Section 4.15 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties, and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

	EQT CORPORATION


	By:	/s/ Robert J. McNally
		Name: Robert J. McNally
		Title: Senior Vice President and Chief Financial Officer

[Signature Page to Shareholder and Registration Rights Agreement]

	EQUITRANS MIDSTREAM CORPORATION


	By:	/s/ Thomas F. Karam
		Name: Thomas F. Karam
		Title: President and Chief Executive Officer

[Signature Page to Shareholder and Registration Rights Agreement]

Exhibit A

Form of

Agreement to be Bound

THIS INSTRUMENT forms part of the Shareholder and Registration Rights Agreement (the “ Agreement ”), dated as of November 12, 2018, by and between EQT Corporation, a Pennsylvania corporation (“ Parent ”), and Equitrans Midstream Corporation, a Pennsylvania corporation. The undersigned hereby acknowledges having received a copy of the Agreement and having read the Agreement in its entirety, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agrees that the terms and conditions of the Agreement binding upon and inuring to the benefit of Parent (other than, if the undersigned is not a member of the Parent Group (as defined in the Agreement), the terms and conditions of Section 3.01 of the Agreement) shall be binding upon and inure to the benefit of the undersigned and its successors and permitted assigns as if it were an original party to the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this instrument on this day of , 20 .


(Signature of transferee)


Print name

A- 1

Exhibit 10.1

AMENDMENT OF
CONFIDENTIALITY, NON-SOLICITATION AND
NON-COMPETITION AGREEMENT

THIS AMENDMENT AGREEMENT (this “ Agreement ”), by and among EQT Corporation, a Pennsylvania Corporation (“ EQT ”), Equitrans Midstream Corporation, a Pennsylvania Corporation (“ Equitrans Midstream ”), and [ · ] (“ Employee ”), is dated as of November 12, 2018.

W I T N E S S E T H:

WHEREAS, Employee and EQT are party to a Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of [ · ] (the “ Covenant Agreement ”);

WHEREAS, Equitrans Midstream will be separated into a new publicly traded company pursuant to the Separation and Distribution Agreement, by and among EQT, Equitrans Midstream and EQT Production Company (the “ Separation Agreement ”) and certain other ancillary agreements;

WHEREAS, immediately prior to (and following) the separation of Equitrans Midstream into a new publicly traded company pursuant to the Separation Agreement (the “ Separation ”), Employee will be an employee of EQT or its subsidiaries;

WHEREAS, EQT, Equitrans Midstream and Employee have determined that, as a result of and in connection with the Separation and Employee’s employment by EQT and its subsidiaries on and immediately following the Separation, it is appropriate and in the best interests of EQT, Equitrans Midstream and Employee that certain clarifying amendments to the Covenant Agreement be adopted; and

WHEREAS, Employee acknowledges and agrees that Employee is executing this Agreement freely and of Employee’s own volition following an opportunity to consult with legal counsel of Employee’s choice.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound, EQT, Equitrans Midstream and Employee hereby agree as follows:

1. Effectiveness . This Agreement shall become effective upon the Effective Time (as such term is defined in the Separation Agreement). In the event that the Separation Agreement is terminated for any reason prior to the Effective Time, this Agreement shall be null and void ab initio . Except as expressly set forth herein, the Covenant Agreement shall remain in full force and effect in accordance with its terms as of the date of this Agreement.

2. Amendment to Sections 1 and 2 of the Covenant Agreement . EQT, Equitrans Midstream and Employee each acknowledges and agrees that, if not for the Separation, the references to “the Company” in Sections 1 and 2 of the Covenant Agreement would include Equitrans Midstream as a subsidiary of EQT. In order to clarify the rights of EQT and Equitrans

Midstream on and after the Effective Time, and the obligations of Employee, under Sections 1 and 2 of the Covenant Agreement, the parties hereby agree as follows:

(a) For purposes of Sections 1 and 2 of the Covenant Agreement, the term “the Company” shall refer to both EQT and Equitrans Midstream and their respective subsidiaries; provided , however , that (x) with respect to Equitrans Midstream and its subsidiaries, the parties agree that the post-termination non-competition and non-solicitation periods specified in Section 1 of the Covenant Agreement shall commence at the Effective Time; and (y) with respect to EQT and its subsidiaries (excluding Equitrans Midstream and its subsidiaries), the post-termination non-competition and non-solicitation periods specified in Section 1 of the Covenant Agreement shall not commence, if at all, until the date Employee’s employment with EQT and its subsidiaries terminates. For illustrative purposes only, assume (A) the Effective Time occurs on November 30, 2018 and (B) Employee’s employment with EQT and its subsidiaries terminates on March 15, 2021. In this case, by virtue of the restriction on competition for twenty-four (24) months following Employee’s termination from employment contained in Section 1 of the Covenant Agreement, the post-termination non-competition period would cease to apply (x) with respect to Equitrans Midstream and its subsidiaries, on November 30, 2020 and (y) with respect to EQT and its subsidiaries (excluding Equitrans Midstream and its subsidiaries), on March 15, 2023.

(b) In the event that EQT and Equitrans Midstream (or their successors in interest) engage in activities that are competitive with each other, the non-competition covenant shall not apply while Employee is employed by EQT or its successor.

(c) Equitrans Midstream shall be a third-party beneficiary of Sections 1 and 2 of the Covenant Agreement and may enforce its rights thereunder, to the same extent as EQT (as clarified by this Agreement), in accordance with Section 6 of the Covenant Agreement. Notwithstanding any provision of the Covenant Agreement to the contrary, Sections 1, 2, 6 and 11 of the Covenant Agreement may not be amended in any manner that would be adverse to the interests of Equitrans Midstream without Equitrans Midstream’s consent.

3. Amendment to Section 3(e) of the Covenant Agreement . Section 3(e) of the Covenant Agreement is hereby amended and restated in its entirety as follows in order to provide Employee with termination protection with respect to awards granted under the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan:

(e) Subject to Section 14 of this Agreement, all stock options, restricted stock, restricted stock units and other time-vesting equity awards granted to Employee under the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2018 LTIP”), the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2014 LTIP”), the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2012 LTIP”), the EQT GP Services, LLC 2015 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “2015 LTIP”), and any other long-term incentive plan of the Company (the 2018 LTIP, 2014 LTIP, the 2012 LTIP, the 2015 LTIP and any other long-term incentive plan of the Company are, collectively, the “LTIPs”) shall immediately become vested and exercisable in full and/or all restrictions on such awards shall lapse (for avoidance

of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program); and

4. 2019 Annual Equity Awards . A condition to Employee’s eligibility for a 2019 equity award under the EQT Corporation 2014 Long-Term Incentive Plan (the “ 2019 LTIP Award ”) is Employee’s execution of this Agreement. If Employee’s employment with EQT is terminated involuntarily by EQT without “Cause” (as defined in the Covenant Agreement) or voluntarily for “Good Reason” (as defined in the Covenant Agreement) prior to the grant to Employee of the 2019 LTIP Award, which is expected to occur on or about January 1, 2019, subject to Employee’s compliance with the Covenant Agreement (including execution and non-revocation of a release of claims), Employee shall receive a cash payment equal to the target value of the 2019 LTIP Award that would have been granted to Employee, which amount shall be paid (less applicable tax and other withholding) in a lump sum within 60 days of the termination of Employee’s employment.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

EQT CORPORATION		EQUITRANS MIDSTREAM CORPORATION

By:		By:


Name:		Name:

Title:		Title:


EMPLOYEE



Name:

[Signature Page to Amendment Agreement]

Exhibit 10.2

SECOND AMENDED AND RESTATED CONFIDENTIALITY,

NON-SOLICITATION AND NON-COMPETITION AGREEMENT

This SECOND AMENDED AND RESTATED CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “ Agreement ”) is entered into and effective as of November 13, 2018, by and between EQT Corporation, a Pennsylvania corporation (EQT Corporation and its subsidiary companies are hereinafter collectively referred to as the “ Company ”), and Jimmi Sue Smith (“ Employee ”).

WITNESSETH:

WHEREAS, the Company and Employee are parties to an Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement dated September 10, 2016 (the “ Existing Agreement ”); and

WHEREAS , the Company desires to retain the services of Employee, and Employee is willing to continue employment with the Company, subject to the terms and conditions set forth below;

WHEREAS , during the course of Employee’s employment with the Company, the Company has and will continue to impart to Employee proprietary and/or confidential information and/or trade secrets of the Company;

WHEREAS , in order to protect the business and goodwill of the Company, the Company desires to obtain certain confidentiality, non-competition and non-solicitation covenants from Employee; and

WHEREAS , Employee is willing to agree to these confidentiality, non-competition and non-solicitation covenants by entering into this Agreement, in exchange for the Company’s continued employment of Employee and the Company’s agreement to pay the severance benefits described in Section 3 below in the event that Employee’s employment with the Company is terminated in certain circumstances.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Restrictions on Competition and Solicitation . While Employee is employed by the Company and for a period of twenty-four (24) months after the date of Employee’s termination of employment with the Company for any reason, Employee will not, directly or indirectly, expressly or tacitly, for himself/herself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below), (a) act in any capacity for any business in which his/her duties at or for such business include oversight of or actual involvement in providing services that are competitive with the services or products being provided or that are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (b) recruit investors on behalf of an entity that engages in activities that are competitive with the services or products being provided or that are being produced or developed by the Company, or

were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (c) become employed by such an entity in any capacity that would require Employee to carry out, in whole or in part, duties Employee has performed for the Company that are competitive with the services or products being provided or that are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Notwithstanding anything to the contrary in the foregoing Section or in this Agreement, Employee shall not in any way be restricted from being employed as an attorney in the oil and gas industry immediately following the date of Employee’s termination of employment with the Company.

The term “ Restricted Territory ” shall mean (i) the entire geographic location of any natural gas and oil play in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights and pipeline capacity contracts on non-affiliated or third-party pipelines), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (ii) the entire geographic location of any natural gas and oil play in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iii) the entire geographic location of any natural gas and oil play in which the Company has decided to make or has made an offer to purchase or lease assets for the purpose of conducting any of the business activities described in clauses (i) and (ii) above within the six (6)-month period immediately preceding the end of Employee’s employment with the Company; provided that Employee had actual knowledge of the offer or decision to make an offer prior to Employee’s separation from the Company. For geographic locations of natural gas and oil plays, refer to the maps produced by the United States Energy Information Administration located at www.eia.gov/maps.

Employee agrees that for a period of twenty-four (24) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with, (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1)-year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the

Company who was identified to or by Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1)-year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services that are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company and/or are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future.

While Employee is employed by the Company and for a period of thirty-six (36) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his/her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee, consultant, vendor or independent contractor to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.

2. Confidentiality of Information and Nondisclosure . Employee acknowledges and agrees that his/her employment by the Company necessarily involves his/her knowledge of and access to confidential and proprietary information pertaining to the business of the Company. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of Employee’s employment, he/she will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself/herself, any person, corporation or other entity other than the Company, the following: (a) any information concerning any financial matters, employees of the Company, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company; (b) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company; or (c) any other information related to the Company that has not been published and is not generally known outside of the Company. Employee acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Agreement prohibits Employee from: (i) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures (including of confidential information) that are protected under the whistleblower provisions of federal, state, or local law or regulation; or (ii) disclosing trade secrets when the disclosure is solely for the purpose of: (a) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; (b) working with legal counsel in order to determine whether possible violations of federal, state, or local law or regulation exist; or (c) filing a complaint or other document in a lawsuit or other proceeding, if such filing is made under seal. Any disclosures of trade secrets must be consistent with 18 U.S.C. §1833.

3. Severance Benefit . If Employee’s employment is terminated by the Company for any reason other than Cause (as defined below) or if Employee terminates his/her

employment for Good Reason (as defined below), the Company shall provide Employee with the following:

(a) A lump sum payment payable within sixty (60) days following Employee’s termination date equal to twenty-four (24) months of Employee’s base salary in effect at the time of such termination, or immediately prior to the event that serves as the basis for termination for Good Reason;

(b) A lump sum payment payable within sixty (60) days following Employee’s termination date equal to two (2) times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan (or any successor plan) for the three (3) full years prior to Employee’s termination date; provided that if such termination of employment occurs prior to Employee having been employed by the Company for three (3) full calendar years and through the determination and payment, if any, of the annual incentive for the third (3rd) such year, then such average shall be calculated by including, for each partial calendar year of employment and each calendar year during which such individual was not employed by the Company, the greater of (i) Employee’s actual award for such year, and (ii) Employee’s target annual incentive (bonus) award at time of termination;

(c) A lump sum payment payable within sixty (60) days following Employee’s termination date equal to the product of (i) twelve (12) and (ii) 100% of the then-current Consolidated Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage;

(d) A lump sum payment payable within sixty (60) days following Employee’s termination date equal to $200,000;

(e) Subject to Section 14 of this Agreement, all stock options, restricted stock, restricted stock units and other time-vesting equity awards granted to Employee under the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “ 2014 LTIP ”), the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “ 2012 LTIP ”), the EQT GP Services, LLC 2015 Long-Term Incentive Plan (as amended from time to time, and including any successor plan thereto, the “ 2015 LTIP ”), and any other long-term incentive plan of the Company (the 2014 LTIP, the 2012 LTIP, the 2015 LTIP and any other long-term incentive plan of the Company are, collectively, the “ LTIPs ”) shall immediately become vested and exercisable in full and/or all restrictions on such awards shall lapse (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program); and

(f) Subject to Section 14 of this Agreement, all performance-based equity awards granted to Employee by the Company under the LTIPs shall remain outstanding and shall be earned, if at all, based on actual performance through the end of the performance period as if Employee’s employment had not been terminated (for avoidance of doubt, this provision shall supersede any provision to the contrary contained in any award agreement or program).

The payments provided under this Section 3 shall be subject to applicable tax and payroll withholdings, and shall be in lieu of any payments and/or benefits to which Employee would otherwise be entitled under the EQT Corporation Severance Pay Plan (as amended from time to time). The Company’s obligation to provide the payments and benefits under this Section 3 shall be contingent upon the following:

(x) Employee’s execution and non-revocation of a release of claims in a form acceptable to the Company; and

(y) Employee’s compliance with his/her obligations hereunder, including, but not limited to, Employee’s obligations set forth in Sections 1 and 2 (the “ Restrictive Covenants ”).

Solely for purposes of this Agreement, “ Cause ” as a reason for Employee’s termination of employment shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to substantially perform assigned duties; or (iii) Employee’s violation of any provision of a written employment-related agreement between Employee and the Company or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than thirty (30) days after such termination.

Solely for purposes of this Agreement, “ Good Reason ” shall mean Employee’s resignation within ninety (90) days after: (i) a reduction in Employee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Employee’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 Employee’s job responsibilities, duties or authority; (iv) a change in the geographic location of Employee’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. A termination by Employee shall not constitute termination for Good Reason unless Employee first delivers to the General Counsel of the Company written notice: (i) stating that Employee intends to resign for Good Reason pursuant to this Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than thirty (30) days after receipt of Employee’s written notice that Employee is resigning for Good Reason) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by Employee. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.

4. Severability and Modification of Covenants . Employee acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant.

Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

5. Reasonable and Necessary Agreement . Employee acknowledges and agrees that: (a) this Agreement is necessary for the protection of the legitimate business interests of the Company; (b) the restrictions contained in this Agreement are reasonable; (c) Employee has no intention of competing with the Company within the limitations set forth above; (d) Employee acknowledges and warrants that he/she believes that he/she will be fully able to earn an adequate livelihood for himself/herself and his/her dependents if the covenant not to compete contained in this Agreement is enforced against the him/her; and (e) Employee has received adequate and valuable consideration for entering into this Agreement.

6. Injunctive Relief and Attorneys’ Fees . Employee stipulates and agrees that any breach of the Restrictive Covenants by Employee will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages in an action at law. For these reasons, the Company shall have the right, without the need to post bond or prove actual damages, to obtain such preliminary, temporary or permanent injunctions, orders or decrees as may be necessary to protect the Company against, or on account of, any breach by Employee of the Restrictive Covenants. In the event the Company obtains any such injunction, order, decree or other relief, in law or in equity, the duration of any violation of Section 1 shall be added to the applicable restricted period specified in Section 1 of this Agreement. Employee understands and agrees that, if the parties become involved in a lawsuit regarding the enforcement of the Restrictive Covenants and if the Company prevails in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Employee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s ability to enforce its rights under the Restrictive Covenants or applicable law against Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Employee based on, or arising out of, this Agreement or any other event or transaction arising out of the employment relationship.

7. Binding Agreement . This Agreement (including the Restrictive Covenants) shall be binding upon and inure to the benefit of the successors and assigns of the Company.

8. Employment at Will . Employee shall be employed at-will and for no definite term. This means that either party may terminate the employment relationship at any time for any or no reason.

9. Executive Alternative Work Arrangement Employment Status . As a board-designated executive officer of the Company, Employee has the opportunity to participate in the

Executive Alternative Work Arrangement upon discontinuing full-time status. The terms and conditions of Executive Alternative Work Arrangement Employment Status are described in the form of Executive Alternative Work Arrangement Employment Agreement attached hereto as Exhibit A . Set forth below the signature lines to this Agreement is an election form regarding participation in the Executive Alternative Work Arrangement. Employee must complete and sign such form indicating whether or not he/she desires to participate in Executive Alternative Work Arrangement Status. Any failure to make an election at the time of execution of this Agreement shall be deemed to be an election not to participate. If Employee elects to participate, the Executive Alternative Work Arrangement classification will be automatically assigned to Employee if and when Employee incurs a termination of employment that meets each of the following conditions (an “ Eligible Termination ”): (i) Employee’s employment is terminated by the Company for any reason other than Cause or Employee gives the Company (delivered to the Senior Vice President, Human Resources) at least ninety (90) days’ advance written notice of Employee’s intention to discontinue employment, (ii) Employee is a board-designated executive officer in good standing with EQT Corporation as of the time of his/her termination of employment, and (iii) Employee’s employment shall not have been terminated by Employee for Good Reason. By electing to participate in the Executive Alternative Work Arrangement, Employee hereby agrees to execute the an Executive Alternative Work Arrangement Employment Agreement, in a form substantially similar to the one attached hereto as Exhibit A , within ninety (90) days prior to Employee’s relinquishment of full-time status, which agreement will become effective automatically on the day following Employee’s Eligible Termination. Without limiting the foregoing, Employee agrees that he/she will not be eligible for the Executive Alternative Work Arrangement, including the post-employment benefits described therein, if Employee’s termination of employment is not an Eligible Termination.

10. Applicable Law; Exclusive Forum Selection; Consent to Jurisdiction . The Company and Employee agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to its conflicts of law principles. Except to the extent that a dispute is required to be submitted to arbitration as set forth in Section 11 below, Employee agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state courts of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania, Pittsburgh Division. With respect to any such court action, Employee hereby (a) irrevocably submits to the personal jurisdiction of such courts; (b) consents to service of process; (c) consents to venue; and (d) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. Both parties hereto further agree that such courts are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.

11. Agreement to Arbitrate . Employee and the Company agree that any controversy, claim, or dispute between Employee and the Company arising out of or relating to this Agreement or the breach thereof, or arising out of any matter relating to Employee’s employment with the Company or the termination thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“ AAA ”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the Federal Arbitration Act,

shall be held in Pittsburgh, Pennsylvania, and shall be conducted before a panel of three (3) arbitrators (the “ Arbitration Panel ”). The Company and Employee shall each select one arbitrator from the AAA National Panel of Commercial Arbitrators (the “ Commercial Panel ”), and the AAA shall select a third arbitrator from the Commercial Panel. The Arbitration Panel shall render a reasoned opinion in writing in support of its decision. Any award rendered by the Arbitration Panel shall be final, binding, and confidential as between the parties. Notwithstanding this agreement to arbitrate, in the event that Employee breaches or threatens to breach any of Employee’s obligations under the Restrictive Covenants, the Company shall have the right to file an action in one of the courts specified in Section 10 above seeking temporary, preliminary or permanent injunctive relief to enforce Employee’s obligations under the Restrictive Covenants.

12. Notification of Subsequent Employment . Employee shall upon termination of his/her employment with the Company, as soon as practicable and for the length of the non-competition period described in Section 1 above, notify the Company: (a) of the name, address and nature of the business of his/her new employer; (b) if self-employed, of the name, address and nature of his/her new business; (c) that he/she has not yet secured new employment; and (d) each time his/her employment status changes. In addition, Employee shall notify any prospective employer that this Agreement exists and shall provide a copy of this Agreement to the prospective employer prior to beginning employment with that prospective employer. Any notice provided under this Section 12 (or otherwise under this Agreement) shall be in writing directed to the General Counsel, EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222-3111.

13. Mandatory Reduction of Payments in Certain Events .

(a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “ Payments ”) would, if paid, be subject to the excise tax (the “ Excise Tax ”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”), then, prior to the making of any Payments to Employee, a calculation shall be made comparing (i) the net after-tax benefit to Employee of the Payments after payment by Employee of the Excise Tax, to (ii) the net after-tax benefit to Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “ Reduced Amount ”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “ Parachute Value ” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the

Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Employee (the “ Determination Firm ”) which shall provide detailed supporting calculations both to the Company and Employee within fifteen (15) business days after the receipt of notice from Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments that Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“ Underpayment ”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(c) If the provisions of Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

14. Internal Revenue Section 409A of the Code .

(a) General . This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.

(b) Separation from Service . For purposes of this Agreement, the term “termination,” when used in the context of a condition to, or the timing of, a payment hereunder, shall be interpreted to mean a “separation from service” as such term is used in Section 409A of the Code.

(c) Six-Month Delay in Certain Circumstances . Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“ Non-Exempt Deferred Compensation ”) would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which Employee is a Specified Employee

(as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six (6)-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first (1st) day of the seventh (7th) month following Employee’s separation from service (or, if Employee dies during such period, within thirty (30) days after Employee’s death) (in either case, the “ Required Delay Period ”); and

(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

For purposes of this Agreement, the term “ Specified Employee ” has the meaning given such term in Section 409A of the Code and the final regulations thereunder.

(d) Timing of Release of Claims . Whenever in this Agreement a payment or benefit is conditioned on Employee’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, and if such sixty (60)-day period begins in one (1) calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second (2nd) such calendar year, even if the release becomes irrevocable in the first (1st) such calendar year. In other words, Employee is not permitted to influence the calendar year of payment based on the timing of his/her signing of the release.

15. Entire Agreement . This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including the Existing Agreement) and understandings, oral or written. This Agreement may not be changed, amended, or modified, except by a written instrument signed by the parties; provided , however , that the Company may amend this Agreement from time to time without Employee’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee.

16. Consequences of the Separation of Equitrans Midstream .

(a) Definitions . For purposes of this Section 16, the term “ EQT ” shall refer to EQT Corporation, the term “ Equitrans Midstream ” shall refer to Equitrans Midstream Corporation and the term “ Separation Agreement ” shall refer to the Separation and Distribution Agreement, by and among EQT, Equitrans Midstream and EQT Production Company and certain other ancillary agreements.

(b) Interpretation of Sections 1 and 2 . Employee acknowledges and agrees that, if not for the separation of EQT and Equitrans Midstream at the Effective Time (as such term is defined in the Separation Agreement), the references to “the Company” in Sections 1 and

2 of this Agreement would include Equitrans Midstream as a subsidiary of EQT. To clarify the rights of EQT and Equitrans Midstream on and after the Effective Time, and the obligations of Employee, under Sections 1 and 2, the parties hereby agree that Sections 1 and 2 shall be interpreted as follows:

(i) For purposes of Sections 1 and 2, the term “the Company” shall refer to both EQT and Equitrans Midstream and their respective subsidiaries; provided , however , that (x) with respect to Equitrans Midstream and its subsidiaries, the parties agree that the post-termination non-competition and non-solicitation periods specified in Section 1 shall commence at the Effective Time; and (y) with respect to EQT and its subsidiaries (excluding Equitrans Midstream and its subsidiaries), the post-termination non-competition and non-solicitation periods specified in Section 1 shall not commence, if at all, until the date Employee’s employment with EQT and its subsidiaries terminates. For illustrative purposes only, assume (A) the Effective Time occurs on November 12, 2018 and (B) Employee’s employment with EQT and its subsidiaries terminates on March 15, 2021. In this case, by virtue of the restriction on competition for twenty-four (24) months following Employee’s termination from employment contained in Section 1, the post-termination non-competition period would cease to apply (x) with respect to Equitrans Midstream and its subsidiaries, on November 12, 2020 and (y) with respect to EQT and its subsidiaries (excluding Equitrans Midstream and its subsidiaries), on March 15, 2023.

(ii) In the event that EQT and Equitrans Midstream (or their successors in interest) engage in activities that are competitive with each other, the non-competition covenant shall not apply while Employee is employed by EQT or its successor.

(iii) Equitrans Midstream shall be a third-party beneficiary of Sections 1 and 2 and may enforce its rights thereunder, to the same extent as EQT (as clarified by this Section 16), in accordance with Section 6 of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Sections 1, 2, 6 and 11 of this Agreement may not be amended in any manner that would be adverse to the interests of Equitrans Midstream without Equitrans Midstream’s consent.

(c) Definition of “LTIPs” . The definition of “LTIPs” shall be deemed to include the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan, and any awards held by Employee thereunder shall be subject to vesting in the same manner as other awards contemplated by Sections 3(e) and (f) of this Agreement.

(Signatures on following page)

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and Employee has hereunto set his/her hand, all as of the day and year first above written.

EQT CORPORATION		EMPLOYEE


By:	/s/ Jonathan M. Lushko	/s/ Jimmi Sue Smith
		Jimmi Sue Smith

Name: Jonathan M. Lushko

Title: General Counsel & Senior Vice President, Government Affairs

ELECTION TO PARTICIPATE IN
EXECUTIVE ALTERNATIVE WORK ARRANGEMENT CLASSIFICATION

x I hereby elect to participate in the Executive Alternative Work Arrangement Classification as described in Section 9 of the above Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement. I hereby agree to execute an Executive Alternative Work Arrangement Employment Agreement in a form substantially similar to the one attached hereto as Exhibit A, within ninety (90) days prior to my relinquishment of full-time status, which agreement will become effective automatically on the day following my Eligible Termination. I understand that I will not be eligible for the Executive Alternative Work Arrangement, including the post-employment benefits described therein if my termination from employment is not an Eligible Termination.

o I hereby decline to participate in the Executive Alternative Work Arrangement Classification as described in Section 9 of the above Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement.

	Jimmi Sue Smith
	Employee Name Printed


	/s/ Jimmi Sue Smith
	Employee Signature


	November 12, 2018
	Date

EXHIBIT A

EXECUTIVE ALTERNATIVE WORK ARRANGEMENT EMPLOYMENT AGREEMENT

This EXECUTIVE ALTERNATIVE WORK ARRANGEMENT EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered into and effective as of , by and between EQT Corporation, a Pennsylvania corporation (together with its subsidiaries, “ EQT ” or the “ Company ”) and Jimmi Sue Smith (“ Employee ”).

WITNESSETH:

WHEREAS , Employee is an executive officer of EQT who desires to relinquish that status and discontinue full-time employment with EQT but continue employment with EQT on a part-time basis;

WHEREAS , EQT is interested in continuing to retain the services of Employee on a part-time basis for at least one hundred (100) (but no more than four hundred (400)) hours per year; and

WHEREAS , Employee has elected to modify his/her employment status to Executive Alternative Work Arrangement.

NOW, THEREFORE , in consideration of the respective representations, acknowledgements, and agreements of the parties set forth herein, and intending to be legally bound, the parties hereto agree as follows:

1. The term of this Agreement is for the one (1)-year period commencing on the day after Employee’s full-time status with EQT ceases. During that period, Employee will hold the position of an Executive Alternative Work Arrangement employee of EQT. Employee’s status as Executive Alternative Work Arrangement (and this one (1)-year Agreement) will automatically renew annually unless either party terminates this Agreement by written notice to the other not less than thirty (30) days prior to the renewal date. The automatic annual renewals of this Agreement will cease, however, at the end of five (5) years of Executive Alternative Work Arrangement employment status.

2. During each one (1)-year period in Executive Alternative Work Arrangement employment status, Employee is required to provide no less than one hundred (100) hours of service to EQT. During each one (1)-year period, Employee will also make himself/herself available for up to three hundred (300) additional hours of service upon request of the Company. All such hours of service will occur during the Company’s regularly scheduled business hours (unless otherwise agreed by the parties), and no more than fifty (50) hours will be scheduled per month (unless otherwise agreed by the parties).

3. Employee shall be paid an hourly rate for Employee’s actual services provided under this Agreement. The hourly rate shall be Employee’s annual base salary in effect immediately prior to Employee’s change in employee classification to Executive Alternative

Work Arrangement employment status divided by 2080. Employee shall submit monthly time sheets in a form agreed upon by the parties, and Employee will be paid on regularly scheduled payroll dates in accordance with the Company’s standard payroll practices following submission of his/her time sheets. Notwithstanding the foregoing, in the event that during any one (1)-year period in Executive Alternative Work Arrangement employment status, EQT requests Employee to provide less than one hundred (100) hours of service, EQT shall pay Employee for a minimum of one hundred (100) hours of service (regardless of the actual number of hours of service), with any remaining amount owed payable on the next regularly scheduled payroll date following the end of the applicable one (1)-year period. If either party terminates the Executive Alternative Work Arrangement prior to the fifth (5th) anniversary hereof, no additional compensation will be paid to Employee pursuant to this Section 3.

4. Employee shall be eligible to continue to participate in the group medical (including prescription drug), dental and vision programs in which Employee participated immediately before the classification change to Executive Alternative Work Arrangement (as such plans might be modified by the Company from time to time), but Employee will be required to pay 100% of the Company’s premium (or premium equivalent) rates to the carriers (the full active employee premium rates — both the employee portion and the employer portion — as adjusted year to year) for participation in such group insurance programs. If Employee completes five (5) years of Executive Alternative Work Arrangement employment status or if the Company terminates the Executive Alternative Work Arrangement prior to the fifth (5th) anniversary hereof other than pursuant to Section 17 hereof, Employee will be allowed to participate in such group insurance programs at 102% of the then-applicable full active employee premium rates (both the employee portion and the employer portion) until the earlier of: (i) Employee becomes eligible to receive Medicare benefits and (ii) Employee reaches age seventy (70), even though Employee is no longer employed by EQT. Employee acknowledges that, to the extent, if at all, the Company’s cost to include Employee in the group insurance programs pursuant to this Section 4 exceeds the cost paid by the Employee, the benefits provided hereunder may result in taxable income to the Employee. All amounts required to be paid by Employee pursuant to this Section 4 shall be due not later than thirty (30) days after written notice thereof is sent by the Company. The Company may terminate the benefits provided under this Agreement upon thirty (30) days’ written notice of any failure by Employee to timely perform his/her payment obligation hereunder, unless such failure is earlier cured.

5. During the term of this Agreement, Employee will continue to receive service credit for purposes of calculating the value of the Medical Spending Account.

6. Employee shall not be eligible to participate in the Company’s life insurance and disability insurance programs, 401(k) Plan, ESPP, or any other retirement or welfare benefit programs or perquisites of the Company. Likewise, Employee shall not receive any paid vacation, paid holidays or car allowance.

7. Employee is not eligible to receive bonus payments under any short-term incentive plans of EQT, and is not eligible to receive any new grants under EQT’s long-term incentive plans, programs or arrangements.

8. Effective not later than the commencement of this Executive Alternative Work Arrangement, Employee shall be deemed to have retired for purposes of measuring vesting and/or post-termination exercise periods of all forms of long-term incentive awards. The timing of any payments for such awards will be as provided in the underlying plans, programs or arrangements and is subject to any required six (6)-month delay in payment if Employee is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), at the time of Employee’s separation from service, with respect to payments made by reason of Employee’s separation from service. Nothing in this Section 8, or in Section 7, shall prevent (a) the continued vesting of previously granted long-term incentive awards to the extent the applicable award agreement or other applicable agreement between Employee and the Company expressly contemplates continued vesting while the recipient serves as a member of the Board of Directors of the Company or an affiliate or otherwise or (b) grants of non-employee director awards to an individual solely because such individual serves on the Board of Directors of the Company or an affiliate. Notwithstanding anything contained herein to the contrary, any special vesting and/or payment provisions applicable to Employee’s long-term incentive awards pursuant to that certain Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement between EQT and Employee dated November 13, 2018 (as amended from time to time, the “ Non-Competition Agreement ”) shall apply and be given effect.

9. The Company shall either pay on behalf of Employee or reimburse Employee for the cost of (i) monthly dues for one (1) country club and one (1) dining club (such clubs to be approved by the Company’s Chief Executive Officer), and (ii) executive-level physicals (currently “gold” level) and related health and wellness services for Employee and Employee’s spouse (up to a maximum annual benefit of $15,000), in each case during the term of this Agreement or, if the Company terminates the Executive Alternative Work Arrangement prior to the fifth (5th) anniversary hereof other than pursuant to Section 17 hereof, through the fifth (5th) anniversary hereof in accordance with and on the dates specified in the Company’s policies; provided , however , that no such payments or reimbursements shall be made until the first (1st) day following the six (6)-month anniversary of Employee’s separation from service if Employee is a specified employee at the time of separation from service, all within the meaning of Section 409A of the Code; provided , further , that to the extent reimbursed or paid, all reimbursements and payments with respect to expenses incurred within a particular year shall be made no later than the end of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of payments or reimbursable expenses incurred in one (1) taxable year of Employee shall not affect the amount of reimbursable expenses in a different taxable year, and such payments or reimbursement shall not be subject to liquidation or exchange for another benefit.

10. Employee shall continue to have mobile telephone service and reasonable access to the Company’s Help Desk during the term of this Agreement or, if the Company terminates the Executive Alternative Work Arrangement prior to the fifth (5th) anniversary hereof other than pursuant to Section 17 hereof, through the fifth (5th) anniversary hereof; provided , however , if the provision of such service will result in taxable income to Employee, then no such taxable service shall be provided until the first (1st) day following the six (6)-month anniversary of Employee’s separation from service if Employee is a specified employee at the time of separation from service, all within the meaning of Section 409A of the Code.

11. Employee shall receive tax, estate and financial planning services from providers approved in advance by the Company during the term of this Agreement or, if the Company terminates the Executive Alternative Work Arrangement prior to the fifth (5th) anniversary hereof other than pursuant to Section 17 hereof, through the fifth (5th) anniversary hereof, in an amount not to exceed $15,000 per calendar year, to be paid directly by the Company in accordance with and on the dates specified in the Company’s policies; provided , however , that no such payments or reimbursements shall be made until the first (1st) day following the six (6)-month anniversary of Employee’s separation from service if Employee is a specified employee at the time of separation from service, all within the meaning of Section 409A of Code; provided , further , that to the extent reimbursed or paid, all reimbursements and payments with respect to expenses incurred within a particular year shall be made no later than the end of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of payments or reimbursable expenses incurred in one (1) taxable year of Employee shall not affect the amount of payments or reimbursable expenses in a different taxable year, and such payments or reimbursement shall not be subject to liquidation or exchange for another benefit.

12. During the term of this Agreement, Employee shall maintain an ownership level of Company stock equal to not less than one-half (½) of the value last required as a full-time Employee. In the event that at any time during the term of this Agreement Employee does not maintain the required ownership level, Employee shall promptly notify the Company and increase his or her ownership to at least the required level. Any failure of Employee to maintain at least the required ownership level for more than three (3) months during the term of this Agreement shall constitute and be deemed to be an immediate termination by Employee of his or her Executive Alternative Work Arrangement.

13. This Agreement sets forth all of the payments, benefits, perquisites and entitlements to which Employee shall be entitled upon assuming Executive Alternative Work Arrangement employment status. Employee shall not be entitled to receive any gross-up payments for any taxes or other amounts with respect to amounts payable under this Agreement.

14. Nothing in this Agreement shall prevent or prohibit the Company from modifying any of its employee benefits plans, programs, or policies.

15. The covenants as to non-competition and non-solicitation contained in Section 1, and as to notification of subsequent employment in Section 12, in each case of the Non-Competition Agreement shall remain in effect throughout Employee’s employment with EQT in Executive Alternative Work Arrangement employment status and for a period of twenty-four (24) months, in the case of non-competition covenants; twenty-four (24) months, in the case of non-solicitation covenants relating to customers and prospective customers; and thirty-six (36) months, in the case of non-solicitation covenants relating to employees, consultants, vendors or independent contractors, in each case after the termination of Employee’s employment as an Executive Alternative Work Arrangement employee. It is understood and agreed that if Employee’s employment as an Executive Alternative Work Arrangement employee terminates for any reason in the midst of any one (1)-year term period as provided under this Agreement (including, without limitation, a termination pursuant to Section 4, 12 or 17 of this Agreement), the covenants as to non-competition and non-solicitation contained in the Non-Competition Agreement shall remain in effect throughout the remainder of that one (1)-year term and for a

period of twenty-four (24) months thereafter, in the case of non-competition covenants, and thirty-six (36) months thereafter, in the case of non-solicitation covenants.

16. Employee acknowledges and agrees that Employee’s employment by the Company necessarily involves Employee’s knowledge of and access to confidential and proprietary information pertaining to the business of the Company. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of Employee’s employment, Employee will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of Employee, any person, corporation or other entity other than the Company, (a) any information concerning any financial matters, employees of the Company, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company, (b) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company, or (c) any other information related to the Company that has not been published and is not generally known outside of the Company. Employee acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Section 16 prohibits Employee from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation.

17. EQT may terminate this Agreement and Employee’s employment at any time for Cause. Solely for purposes of this Agreement, “ Cause ” shall mean:

(a) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties;

(b) Employee’s willful and repeated failures to substantially perform such assigned duties; or

(c) Employee’s violation of any provision of this Agreement or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than thirty (30) days after such termination.

18. Except as otherwise provided herein, in the event of any controversy, dispute or claim arising out of, or relating to this Agreement, or the breach thereof, or arising out of any other matter relating to the Employee’s employment with EQT or the termination of such employment, EQT may seek recourse for injunctive relief to the courts having jurisdiction thereof and if any relief other than injunctive relief is sought, EQT and the Employee agree that such underlying controversy, dispute or claim shall be settled by arbitration conducted in Pittsburgh, Pennsylvania in accordance with this Section 18 and the Commercial Arbitration Rules of the American Arbitration Association (“ AAA ”). The matter shall be heard and decided, and awards, if any, rendered by a panel of three (3) arbitrators (the “ Arbitration Panel ”). EQT

and the Employee shall each select one (1) arbitrator from the AAA National Panel of Commercial Arbitrators (the “ Commercial Panel ”) and AAA shall select a third (3rd) arbitrator from the Commercial Panel. Any award rendered by the Arbitration Panel shall be final, binding and confidential as between the parties hereto and their heirs, executors, administrators, successors and assigns, and judgment on the award may be entered by any court having jurisdiction thereof.

19. EQT shall have the authority and the right to deduct or withhold, or require Employee to remit to EQT, an amount sufficient to satisfy federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any payment or benefit provided pursuant to this Agreement. The obligations of EQT under this Agreement will be conditioned on such payment or arrangements and EQT will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Employee.

20. It is understood and agreed that upon Employee’s discontinuation of full-time employment and transition to Executive Alternative Work Arrangement employment status hereunder, Employee has no continuing rights under Section 3 of the Non-Competition Agreement and such section shall have no further force or effect.

21. The provisions of this Agreement are severable. To the extent that any provision of this Agreement is deemed unenforceable in any court of law, the parties intend that such provision be construed by such court in a manner to make it enforceable.

22. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.

23. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of law principles.

24. This Agreement supersedes all prior agreements and understandings between EQT and Employee with respect to the subject matter hereof (oral or written), including but not limited to Section 3 of the Non-Competition Agreement. It is understood and agreed, however, that the covenants as to non-competition, non-solicitation, confidentiality and nondisclosure contained in Sections 1 and 2 of the Non-Competition Agreement remain in effect as modified herein, along with the provisions set forth in Sections 4, 5, 6, 7, 8, 11, 12, 13, 14 and 16 of the Non-Competition Agreement.

25. This Agreement may not be changed, amended, or modified, except by a written instrument signed by both parties; provided that the Company may amend this Agreement from time to time without Employee’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Employee.

(Signatures on following page)

IN WITNESS WHEREOF , the parties have executed this Agreement on the dates set forth below.

EQT CORPORATION			EMPLOYEE

By:
			Name: Jimmi Sue Smith


Name:			Date


Title:

Exhibit 99.2

NEWS RELEASE

EQT COMPLETES SEPARATION OF MIDSTREAM BUSINESS,

BEGINS NEW CHAPTER AS FOCUSED INDUSTRY LEADER

Robert J. McNally becomes President and Chief Executive Officer of EQT

PITTSBURGH, PA (November 13, 2018) — EQT Corporation (NYSE: EQT) today announced it has completed the spin-off of Equitrans Midstream Corporation (NYSE: ETRN), a company formed by EQT to hold EQT’s midstream business in the context of the separation of EQT’s upstream and midstream businesses.

EQT will continue to hold its upstream business, which is the largest producer of natural gas in the United States based on average daily sales volume. Upon completion of the separation, Robert J. McNally became EQT’s President and Chief Executive Officer.

“As we begin a new chapter in EQT’s 130-year history, I am very excited about what the future holds for the company,” McNally said. “EQT is in a great strategic position to renew our focus on the upstream business and develop the premier natural gas asset base in Appalachia. Our commitment to capital discipline and operational efficiencies will drive value for our shareholders, our employees and the communities where we operate.”

EQT will continue trading on the NYSE under the symbol “EQT.” As a standalone publicly traded company, ETRN’s common stock begins “regular-way” trading today on the NYSE under the symbol “ETRN.”

The spin-off was effected through a pro rata distribution to EQT’s shareholders of 80.1% of the outstanding common stock of ETRN effective at 11:59 p.m. (ET) on November 12, 2018. EQT shareholders retained their EQT shares and received 0.80 shares of ETRN common stock for every one share of EQT common stock outstanding as of the close of business on November 1, 2018.

EQT retained 19.9% of the outstanding common stock of ETRN.

About EQT Corporation

EQT Corporation is a natural gas production company with emphasis in the Appalachian Basin and operations throughout Pennsylvania, West Virginia and Ohio. With 130 years of experience and a long-standing history of good corporate citizenship, EQT is the largest producer of natural gas in the United States. As a leader in the use of advanced horizontal drilling technology, EQT is committed to minimizing the impact of drilling-related activities and reducing its overall environmental footprint. Through safe and responsible operations, EQT is helping to meet our nation’s demand for clean-burning energy, while continuing to provide a rewarding workplace and support for activities that enrich the communities where its employees live and work. Visit EQT Corporation at www.EQT.com ; and to learn more about EQT’s sustainability efforts, please visit https://csr.eqt.com .

Cautionary Statements

Disclosures in this news release contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQT and its subsidiaries. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results.

Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQT has based these forward-looking statements on current expectations and assumptions about future events. While EQT considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQT’s control. The risks and uncertainties that may affect the operations, performance and results of EQT’s business and forward-looking statements include, but are not limited to, those risks discussed in EQT’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and EQT does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:

Analyst inquiries :
Blake McLean, 412-395-3561
Senior Vice President, Investor Relations and Strategy
bmclean@eqt.com

Media inquiries :
Linda Robertson, 412-553-7827
Media Relations Manager
lrobertson@eqt.com

Exhibit 99.3

EQT CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction

On November 12, 2018, EQT Corporation (the Company or EQT) completed the previously-announced separation (the Separation) of its midstream business, consisting of its separately managed gathering, transmission and storage, and water services operations (Midstream Business) into a separate publicly traded company, Equitrans Midstream Corporation (Equitrans Midstream). Following the Separation, EQT retained its upstream business, consisting of its natural gas, oil and natural gas liquids development, production and sales and commercial operations (Upstream Business).

The Company completed the Separation by means of a pro rata distribution of 80.1% of the outstanding shares of Equitrans Midstream common stock to the Company’s shareholders (the Distribution). The Company’s shareholders of record as of the close of business on November 1, 2018 (the Record Date) were entitled to receive 0.80 shares of Equitrans Midstream common stock for every one share of the Company’s common stock held as of the close of business on the Record Date. The Company retained 19.9% of the outstanding common stock of Equitrans Midstream.

The Company’s common stock is listed under the symbol “EQT” on the New York Stock Exchange (NYSE). Equitrans Midstream is listed under the symbol “ETRN” on the NYSE.

In connection with the Separation, a series of internal reorganization transactions were undertaken to transfer the assets and liabilities of the Midstream Business to Equitrans Midstream.

Basis of Presentation

The following Unaudited Pro Forma Condensed Consolidated Financial Statements of EQT are presented to illustrate the estimated effects of the Separation and Distribution on the historical combined company, and have been derived from the historical consolidated financial statements of the Company, prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The following Unaudited Pro Forma Condensed Consolidated Statements Operations for the nine months ended September 30, 2018 and for each of the three years in the period ended December 31, 2017, assume that the Separation and Distribution occurred on January 1, 2015. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2018 assumes that the Separation and Distribution occurred on that date.

The following Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared using certain assumptions, as described in the accompanying notes, which management believes are reasonable based on the information currently available. The Unaudited Pro Forma Condensed Consolidated Financial Statements give effect to the following:

· the contribution by the Company to Equitrans Midstream, pursuant to the Separation, all of the assets and liabilities that comprised the Midstream Business of the historical combined company;

· the retention by EQT of 19.9% ownership of Equitrans Midstream’s outstanding common stock;

· non-recurring costs incurred in connection with the Separation, as appropriate; and

· the impact of the Separation and Distribution Agreement, Tax Matters Agreement, Transition Services Agreement, Employee Matters Agreement and other agreements entered into by EQT and Equitrans Midstream (or their respective affiliates) in connection with the Separation, and the provisions contained therein.

The Company believes that the adjustments included within the “Separation of Equitrans Midstream” column of the Unaudited Pro Forma Condensed Consolidated Financial Statements are consistent with the guidance for discontinued operations under GAAP. The Company’s current estimates on a discontinued operations basis are preliminary and could change

as the Company finalizes discontinued operations accounting to be reported in the Company’s Annual Report on Form 10-K for the year ending December 31, 2018.

The following Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and information purposes only and are not necessarily indicative of what EQT’s results of operations or financial condition would have been had the Separation and Distribution been completed on the dates assumed. In addition, they are not necessarily indicative of EQT’s future results of operations or financial condition. Beginning on November 13, 2018, Equitrans Midstream’s historical financial results for periods prior to the Separation will be reflected in EQT’s consolidated financial statements as discontinued operations.

The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes and the Company’s historical Management’s Discussion and Analysis of Financial Condition and Results of Operations which are available at the Securities and Exchange Commission’s website at www.sec.gov and EQT’s web site at www.eqt.com.

EQT CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2018

(in thousands)	Historical			Separation of Equitrans Midstream (a)			Other Pro Forma Adjustments		Notes	Pro Forma for the Separation
Assets
Current assets:
Cash and cash equivalents	$	4,855		$	(1,504	)	$	—		$	3,351
Accounts receivable, net	882,386			(18,631		)	—			863,755
Derivative instruments, at fair value	315,564			—			—			315,564
Prepaid expenses and other	31,853			(5,722		)	—			26,131
Total current assets	1,234,658			(25,857		)	—			1,208,801

Property, plant and equipment	28,022,769			(6,211,158		)	—			21,811,611
Less: accumulated depreciation and depletion	(4,892,875		)	561,003			—			(4,331,872		)
Net property, plant and equipment	23,129,894			(5,650,155		)	—			17,479,739

Intangible assets, net	674,175			(586,500		)	—			87,675
Goodwill	1,998,726			(1,527,877		)	—			470,849
Investment in nonconsolidated entity	1,300,430			(1,300,430		)	—			—
Investment in Equitrans Midstream	—			—			1,111,830		(b)	1,111,830
Other assets	323,446			(45,822		)	—			277,624
Total assets	$	28,661,329		$	(9,136,641	)	$	1,111,830		$	20,636,518

Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of Senior Notes	$	699,527		$	—		$	—		$	699,527
Accounts payable	978,757			33,912			—			1,012,669
Derivative instruments, at fair value	183,677			—			—			183,677
Other current liabilities	784,115			(526,451		)	3,564		(c)	261,228
Total current liabilities	2,646,076			(492,539		)	3,564			2,157,101

Credit facility borrowings	472,000			(22,000		)	—			450,000
Note payable to Equitrans Midstream	—			111,249			—			111,249
Senior Notes	7,336,570			(3,455,296		)	—			3,881,274
Deferred income taxes	1,212,867			340,847			—			1,553,714
Other liabilities and credits	776,424			(31,819		)	—			744,605
Total liabilities	12,443,937			(3,549,558		)	3,564			8,897,943

Equity:
Total EQT shareholders’ equity	11,000,175			(369,866		)	1,108,266			11,738,575
Noncontrolling interests in consolidated subsidiaries	5,217,217			(5,217,217		)	—			—
Total equity	16,217,392			(5,587,083		)	1,108,266			11,738,575

Total liabilities and equity	$	28,661,329		$	(9,136,641	)	$	1,111,830		$	20,636,518

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

EQT CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2018

(in thousands, except per share amounts)	Historical			Separation of Equitrans Midstream (a)			Pro Forma for the Separation
Revenues:
Sales of natural gas, oil and NGLs	$	3,264,728		$	—		$	3,264,728
Pipeline, water and net marketing services	376,776			(334,394		)	42,382
Gain on derivatives not designated as hedges	5,620			—			5,620
Total operating revenues	3,647,124			(334,394		)	3,312,730

Operating expenses:
Transportation and processing	576,597			688,876			1,265,473
Operation and maintenance	82,218			(82,218		)	—
Production	149,471			(240		)	149,231
Exploration	42,058			—			42,058
Selling, general and administrative	195,828			(58,278		)	137,550
Depreciation and depletion	1,290,876			(138,458		)	1,152,418
Impairment/loss on sale of long-lived assets	2,706,438			—			2,706,438
Transaction costs	93,176			(69,219		)	23,957
Amortization of intangible assets	62,185			(31,160		)	31,025
Total operating expenses	5,198,847			309,303			5,508,150

Operating income (loss)	(1,551,723		)	(643,697		)	(2,195,420		)

Other income	43,092			(39,029		)	4,063
Interest expense	240,059			(68,848		)	171,211
Income (loss) before income taxes	(1,748,690		)	(613,878		)	(2,362,568		)
Income tax (benefit) expense	(503,505		)	(93,218		)	(596,723		)
Net income (loss)	(1,245,185		)	(520,660		)	(1,765,845		)
Less: Net income attributable to noncontrolling interests	362,696			(362,696		)	—
Net income (loss) attributable to EQT Corporation	$	(1,607,881	)	$	(157,964	)	$	(1,765,845	)

Earnings per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common stock outstanding	262,816						262,816
Net income (loss)	$	(6.12	)				$	(6.72	)
Diluted:
Weighted average common stock outstanding	262,816						262,816
Net income (loss)	$	(6.12	)				$	(6.72	)

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

EQT CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2017

(in thousands, except per share amounts)	Historical			Separation of Equitrans Midstream (a)			Pro Forma for the Separation
Revenues:
Sales of natural gas, oil and NGLs	$	2,651,318		$	—		$	2,651,318
Pipeline, water and net marketing services	329,103			(279,422		)	49,681
Gain on derivatives not designated as hedges	390,021			—			390,021
Total operating revenues	3,370,442			(279,422		)	3,091,020

Operating expenses:
Transportation and processing	559,839			604,944			1,164,783
Operation and maintenance	80,833			(80,833		)	—
Production	182,268			(919		)	181,349
Exploration	25,117			—			25,117
Selling, general and administrative	262,261			(53,275		)	208,986
Depreciation and depletion	1,077,559			(106,574		)	970,985
Acquisition costs	237,312			(85,124		)	152,188
Amortization of intangible assets	10,940			(5,540		)	5,400
Total operating expenses	2,436,129			272,679			2,708,808

Operating income (loss)	934,313			(552,101		)	382,212

Other income (expense)	23,623			(26,610		)	(2,987		)
Loss on debt extinguishment	12,641			—			12,641
Interest expense	202,772			(34,801		)	167,971
Income (loss) before income taxes	742,523			(543,910		)	198,613
Income tax (benefit) expense	(1,115,619		)	(72,797		)	(1,188,416		)
Net income (loss)	1,858,142			(471,113		)	1,387,029
Less: Net income attributable to noncontrolling interests	349,613			(349,613		)	—
Net income (loss) attributable to EQT Corporation	$	1,508,529		$	(121,500	)	$	1,387,029

Earnings per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common stock outstanding	187,380						187,380
Net income (loss)	$	8.05					$	7.40
Diluted:
Weighted average common stock outstanding	187,727						187,727
Net income (loss)	$	8.04					$	7.39

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

EQT CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

(in thousands, except per share amounts)	Historical			Separation of Equitrans Midstream (a)			Pro Forma for the Separation
Revenues:
Sales of natural gas, oil and NGLs	$	1,594,997		$	—		$	1,594,997
Pipeline, water and net marketing services	259,000			(217,952		)	41,048
Loss on derivatives not designated as hedges	(248,991		)	—			(248,991		)
Total operating revenues	1,605,006			(217,952		)	1,387,054

Operating expenses:
Transportation and processing	365,817			514,373			880,190
Operation and maintenance	69,308			(69,308		)	—
Production	174,170			—			174,170
Exploration	13,410			—			13,410
Selling, general and administrative	262,969			(44,022		)	218,947
Depreciation and depletion	927,920			(71,469		)	856,451
Impairment/loss on sale of long-lived assets	66,687			(59,748		)	6,939
Total operating expenses	1,880,281			269,826			2,150,107

Gain on sale / exchange of assets	8,025			—			8,025
Operating (loss) income	(267,250		)	(487,778		)	(755,028		)

Other income (expense)	20,643			(28,718		)	(8,075		)
Interest expense	147,920			(16,761		)	131,159
(Loss) income before income taxes	(394,527		)	(499,735		)	(894,262		)
Income tax (benefit) expense	(263,464		)	(99,305		)	(362,769		)
Net (loss) income	(131,063		)	(400,430		)	(531,493		)
Less: Net income attributable to noncontrolling interests	321,920			(321,920		)	—
Net (loss) income attributable to EQT Corporation	$	(452,983	)	$	(78,510	)	$	(531,493	)

Earnings per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common stock outstanding	166,978						166,978
Net (loss) income	$	(2.71	)				$	(3.18	)
Diluted:
Weighted average common stock outstanding	166,978						166,978
Net (loss) income	$	(2.71	)				$	(3.18	)

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

EQT CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2015

(in thousands, except per share amounts)	Historical		Separation of Equitrans Midstream (a)			Pro Forma for the Separation
Revenues:
Sales of natural gas, oil and NGLs	$	1,690,360	$	—		$	1,690,360
Pipeline, water and net marketing services	263,640		(208,098		)	55,542
Gain on derivatives not designated as hedges	385,762		—			385,762
Total operating revenues	2,339,762		(208,098		)	2,131,664

Operating expenses:
Transportation and processing	275,348		423,910			699,258
Operation and maintenance	69,135		(69,135		)	—
Production	176,977		—			176,977
Exploration	61,970		—			61,970
Selling, general and administrative	249,548		(40,552		)	208,996
Depreciation and depletion	819,216		(57,066		)	762,150
Impairment/loss on sale of long-lived assets	122,469		—			122,469
Total operating expenses	1,774,663		257,157			2,031,820

Operating income (loss)	565,099		(465,255		)	99,844

Other income	7,993		(7,773		)	220
Interest expense	146,531		(21,348		)	125,183
Income (loss) before income taxes	426,561		(451,680		)	(25,119		)
Income tax expense (benefit)	104,675		(42,520		)	62,155
Net income (loss)	321,886		(409,160		)	(87,274		)
Less: Net income attributable to noncontrolling interests	236,715		(236,715		)	—
Net income (loss) attributable to EQT Corporation	$	85,171	$	(172,445	)	$	(87,274	)

Earnings per share of common stock attributable to EQT Corporation:
Basic:
Weighted average common stock outstanding	152,398					152,398
Net income (loss)	$	0.56				$	(0.57	)
Diluted:
Weighted average common stock outstanding	152,939					152,398
Net income (loss)	$	0.56				$	(0.57	)

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Pro Forma Adjustments and Assumptions

The adjustments are based on currently available information and certain estimates and assumptions. The actual effects of these transactions will differ from the pro forma adjustments. A general description of the adjustments is provided as follows:

(a) Reflects the revenues, expenses, assets, liabilities and equity attributable to Equitrans Midstream which were included in the Company’s historical financial statements. Corporate expenses that were not specifically related to Equitrans Midstream have been excluded, as such general corporate expenses do not meet the requirements to be presented in discontinued operations. Adjustments to deferred income taxes represent the tax effect of temporary difference between the tax basis of assets and liabilities to be transferred to Equitrans Midstream. The income tax provision attributable to Equitrans Midstream was based on the estimated federal and state statutory rates of 23.16%, 37.38%, 37.61% and 36.75% for the nine months ended September 31, 2018 and the years ended December 31, 2017, 2016 and 2015, respectively, adjusted for the impact of noncontrolling interests. The Company’s effective tax rate in future years may vary significantly from these estimated statutory rates.

(b) Reflects the retention by EQT of 19.9% of the outstanding common stock of Equitrans Midstream, recorded at 19.9% of the net book value of Equitrans Midstream as of the date of the Separation.

(c) Subsequent to September 30, 2018, EQT incurred additional one-time separation costs of approximately $3.6 million through the date of the Separation. These costs primarily related to non-recurring professional fees associated with regulatory filings and separation activities within finance, legal and information systems functions.