QUESTAR CORPORATION
                        DEFERRED SHARE PLAN
         (As Amended and Restated effective May 19, 1998)

     Questar Corporation hereby amends and restates this Deferred 
Share Plan, effective May 19, 1998.  This Plan, which was originally 
adopted effective July 1, 1989, is an unfunded plan established for 
the exclusive purpose of providing comparable benefits to Employees 
who elect to defer compensation under the terms of the Questar 
Corporation Deferred Compensation Plan as would be available to them 
under the Employee Investment Plan.  All of such Employees are select 
key management and highly compensated employees.

1.   Definitions.

     "Affiliated Company" means the Company and any corporation that 
is a member of a controlled group of corporations (as defined in Sec. 
414(b) of the Code), which includes the Company.

     "Beneficiary" means that person or persons who become entitled to 
receive payments under the Investment Plan (or successor plan) in the 
event of the death of a Participant prior to the distribution of all 
benefits to which he is entitled under the such plan.

     "Code" means the Internal Revenue Code of 1986 and amendments 
thereto.  Reference to a section of the Code shall include that 
section and any comparable section or sections of any future 
legislation that amends, supplements or supersedes said section.

     "Common Stock" means common stock of the Company.

     "Company" means Questar Corporation, a corporation organized and 
existing under the laws of the State of Utah, or its successor or 
successors.

     "Compensation" means an Employee's salary or wages, including 
payments under incentive compensation plans paid by the Employer and 
includable in taxable income during the applicable Plan Year, but 
exclusive of any other forms of additional Compensation such as the 
Employer's cost for any public or private employee benefit plan or any 
income recognized by the Employee as a result of exercising stock 
options.  An Employee's Compensation for any Plan Year shall include 
any Elective Deferrals of the Employee under the Investment Plan or 
other tax-qualified plan and any compensation deferred under the 
Questar Corporation Deferred Compensation Plan.  An Employee's 
Compensation also shall include the amount of any reduction in 
Compensation for a Plan Year agreed upon under one or more 
Compensation reduction agreements entered into pursuant to the Questar 
Corporation Cafeteria Plan.

     "Compensation Limit" means the annual amount specified under Code Sec. 
401     (a)(17), which dollar amount is $160,000 as of January 1, 1997 
and as it may be adjusted in the future.

     "Deferred Shares" means those units credited to a Participant's 
account as a bookkeeping entry only that represent shares of Common 
Stock in which investments are deemed to be made under this Plan.

     "Disability" means a condition that renders a Participant unable 
to engage in any substantial gainful activity by reason of any 
medically determinable physical or mental impairment which can be 
expected to result in death or to be of long-continued and indefinite 
duration.  A Participant shall not be considered to be disabled unless 
he furnishes proof of the existence of such disability in such form 
and manner as may be required by regulations promulgated under Code Sec. 
72(m)(7).

     "Elective Deferrals" means the pre-tax contributions made to the 
Investment Plan or other tax-qualified plan by an Employer on behalf 
of a Participant pursuant to a salary reduction agreement entered into 
by the Participant under Code Sec. 401(k).

     "Employee" means any employee of an Employer who meets the 
eligibility criteria set out in Section 4 of this Plan.

     "Employer" means the Company and each Affiliated Company that 
consents to the adoption of the Plan.

     "Fair Market Value" means the closing price of the Company's 
common stock as reported on the composite tape of the New York Stock 
Exchange for any given valuation date or the next preceding day on 
which sales took place if no sales occurred on the actual valuation 
date.

     "Investment Plan" means the Questar Corporation Employee 
Investment Plan, as amended from time to time, or any successor plan.  
Such plan is qualified under the provisions of Code Sec. 401(a).

     "Participant" means an Employee who has made an election under 
Section 6 of this Plan.

     "Plan" means the plan set forth in and created by this document 
and all subsequent amendments thereto.

     "Plan Year" means the fiscal year of the Plan, which shall 
coincide with the Company's fiscal year.

     Any capitalized term used in this Plan for which no definition is 
given shall have the same meaning given such term in the Investment 
Plan.

2.   Purpose of Plan.

     The purpose of the Plan is to provide a benefit to an Employee 
approximately equal to the benefit he would have received under the 
Investment Plan if the Employee had not elected to defer receipt of 
Compensation pursuant to the Deferred Compensation Plan, and the 
Employee contributed to the Investment Plan an amount equal to the 
amount of Compensation deferred under this Plan.

3.   Administration.

     The Management Performance Committee of the Company's Board of 
Directors shall construe and administer the Plan and shall have full 
authority to make such rules and regulations deemed necessary or 
desirable to carry out such administration.  The Management 
Performance Committee may appoint an officer or department to assist 
with the administration of the Plan.  All interpretations of the Plan 
by the Committee shall be final and binding on all parties, including 
Participants, Beneficiaries and Employers.

4.   Eligibility.

     All officers and key managers whose annual Compensation is 
expected to exceed $125,000, who participate in the Investment Plan, 
and who elect to defer compensation pursuant to the Deferred 
Compensation Plan are eligible to participate in the Plan.

5.   Election to Defer Compensation and Deemed Investment.

     (a)  Deferral Election.  In order to participate in the Plan 
during 1989, an Employee must make an election to defer from 2 to 6 
percent of his annual Compensation in excess of the Compensation 
Limit.  For the first Plan Year, which is a partial Plan Year, such 
election must be made at or prior to the effective date of this Plan 
and can only be made as to Compensation to be paid for future 
services.  For all subsequent Plan Years, the election must be made 
prior to the first day of the Plan Year in which it is to become 
effective and can only be made with respect to Compensation to be paid 
for future services.  A deferral election, once made, shall remain in 
effect for subsequent Plan Years until it is revoked or modified by 
the Participant.  A Participant can modify or revoke his deferral 
election with respect to Compensation to be paid for future services 
by submitting a new election or a revocation prior to the beginning of 
the Plan Year in which such new deferral election or revocation is to 
become effective.  All notices of election or revocation shall be made 
on forms prepared by the Company's Secretary and shall be dated, 
signed, and filed with the Company's Secretary.

     (b)  Deemed Investment.  Any amounts deferred by a Participant 
shall be accounted for as if invested in shares of Common Stock 
purchased at a price equal to the average price paid for shares of 
Common Stock purchased by the trustee of the Investment Plan during 
the quarter (prior to January 1, 1996) or month (after such date) in 
which the deferrals are made under this Plan.  This amount shall be 
credited to a Participant's account on a monthly (quarterly prior to 
January 1, 1996) basis.  In addition, a Participant's account shall be 
credited on a quarterly basis with an amount equal to the dividends 
that would have become payable during the deferral period if actual 
purchases of Common Stock had been made, with such dividends accounted 
for as if invested in Common Stock as of the payable date for such 
dividends.  Any credited shares treated as if they were purchased with 
dividends shall be deemed to have been purchased at a price equal to 
the average price of shares purchased with reinvested dividends under 
the Investment Plan during the quarter in which the deemed purchases 
are treated as being made under this Plan.  Each share of Common Stock 
that is deemed to be purchased under this Paragraph 5(b) shall be 
reflected in a Participant's account as a Deferred Share.

6.   Matching Allocations.

     (a)  Amount.  A Participant who makes an election under Section 5 
is entitled to the same Matching Allocations as are made under the 
terms of the Investment Plan.  The Matching Allocations are 100 
percent for the first 2 percent of contributed Compensation; 75 
percent for the second 2 percent; and 50 percent for the last 2 
percent.

     If there are any Excess ESOP Allocations under the Investment 
Plan for a Plan Year, a Participant shall be entitled to an additional 
allocation under this Plan if he is employed by an Employer on the 
last day of such Plan Year or if his employment terminated during such 
Plan Year as a result of an event described in 3.5.1, 3.5.2 or 3.5.3 
of the Investment Plan.  Such additional allocation, or "Excess ESOP 
Allocation," shall be calculated by multiplying the compensation 
deferred by the Participant under the Plan during the Plan Year by the 
same percentage used for the Excess ESOP Allocation in the Investment 
Plan for the comparable year.  Any compensation deferred pursuant to 
this Plan between January 1, 1998 and the effective date of the 
Deferred Share Make-Up Plan that is represented by Deferred Shares 
transferred to such plan shall be excluded from the Compensation 
deferred pursuant to the terms of this Plan for purposes of 
calculating the Excess ESOP Allocation.

     The amount of Matching Allocations shall be accounted for as if 
invested in shares of Common Stock purchased at a price equal to the 
average price paid for shares of Common Stock purchased by the trustee 
of the Investment Plan during the month (quarter prior to January 1, 
1996) in which Matching Allocations are deemed to be made under this 
Plan.  Common Stock deemed to have been purchased with Matching 
Allocations shall be credited to a Participant's account on a monthly 
(quarterly prior to January 1, 1996) basis.  The amount of any Excess 
ESOP Allocations for a Plan Year shall be accounted for as if invested 
in shares of Common Stock purchased at a price equal to the average 
price paid for shares of Common Stock purchased by the trustee of the 
Investment Plan during the last month (quarter prior to January 1, 
1996) of such Plan Year.  Common Stock deemed to have been purchased 
with Excess ESOP Allocations shall be credited to a Participant's 
account as of the last day of the Plan Year to which such Excess ESOP 
Allocations relate.

     In addition, a Participant's account shall be credited on a 
quarterly basis with an amount equal to the dividends that would have 
become payable during the deferral period if actual purchases of 
Common Stock had been made, with such dividends accounted for as if 
invested in Common Stock as of the payable date for such dividends.  
Any credited shares treated as if they were purchased with dividends 
shall be deemed to have been purchased at a price equal to the average 
price paid for shares purchased with reinvested dividends under the 
Investment Plan during the quarter in which the deemed purchases are 
treated as being made under this Plan.  Each share of Common Stock 
that is deemed to be purchased under this Section 6 shall be reflected 
in the Participant's account as a Deferred Share.

     (b)  Vesting.  A Participant shall be vested in the portion of 
his account attributable to Matching Allocations and Excess ESOP 
Allocations to the same extent as such Participant is vested in any 
Matching Allocations and Excess ESOP Allocations credited to his 
account under the Investment Plan.

7.   Transfer of Existing Account Balances, Deferred Share Make-Up 
Plan.

     Any Deferred Shares allocated to a Participant's account balance 
under this Plan prior to June 1, 1998, shall be transferred to the 
Deferred Share Make-Up Plan as of such date to the extent that such 
Deferred Shares are attributable to six percent of Compensation 
deferred in excess of the Compensation Limit and can be segregated 
from any Deferred Shares attributable to six percent of any 
Compensation deferred pursuant to the Company's Deferred Compensation 
Plan.

8.   Statement of Deferred Share Account.

     An annual statement shall be sent to each Participant within 60 
days following the end of each year showing for each preceding Plan 
Year the Compensation deferred, Matching Allocations, Excess ESOP 
Allocations, the total Deferred Shares credited to the Participant's 
account, and the number of these Deferred Shares that are attributable 
to the Participant's deferred Compensation, to Matching Allocations, 
Excess ESOP Allocations, and to reinvested dividends.  Such 
information shall be shown on a monthly (quarterly prior to January 1, 
1996) basis.

9.   Payment of Account Balance.

     (a)  Period of Deferral.  When making the first deferral election 
under Paragraph (a) of Section 5, a Participant shall elect to receive 
all deferred Compensation, Matching Allocations, and Excess ESOP 
Allocations either in a lump-sum payment within 45 days following his 
death, Disability, or termination of employment or in a number of 
annual installments (not to exceed four), the first of which would be 
payable within 45 days following his death, Disability or termination 
of employment with each subsequent payment payable one year 
thereafter.  The account balance shall be valued using the Fair Market 
Value of the Company's Common Stock on the last day of the calendar 
month preceding payment and shall be converted to a cash balance based 
upon such Fair Market Value.  Under an installment payout, the 
Participant's first installment shall be equal to a fraction of the 
balance credited to his account as of the last day of the calendar 
month preceding such payment, the numerator of which is one and the 
denominator of which is the total number of installments selected.  
The amount of each subsequent payment shall be a fraction of the 
balance in the Participant's account as of the last day of the 
calendar month preceding each subsequent payment, the numerator of 
which is one and the denominator of which is the total number of 
installments elected minus the number of installments previously paid.

     (b)  Adverse Tax Determination.  If there is a determination by 
the Internal Revenue Service (IRS) that a Participant should be taxed 
on some or all of the amounts allocated to his account prior to the 
distribution date(s) elected under Paragraph (a) of this Section 9, 
the Participant may elect to have all amounts determined to be 
currently taxable paid to him immediately prior to the time he must 
pay any taxes owed as a result of such IRS determination.

     (c)  Change in Control.  Notwithstanding any other provision of 
this Plan, in the event of a "Change in Control" of the Company, all 
Deferred Shares credited to a Participant's account shall be converted 
to cash equal in amount to the Fair Market Value of the Deferred 
Shares if converted into shares of the Company's Common Stock.  The 
cash shall be distributed to him within 60 days following the Change 
in Control.  The account balance shall be valued using the Fair Market 
Value of the Company's Common Stock on the last day of the calendar 
month preceding payment.

     A Change in Control of the Company shall be deemed to have 
occurred if (i) any "Acquiring Person" (as such term is defined in the 
Rights Agreement dated as of February 13, 1996, between the Company 
and ChaseMellon Shareholder Services L.L.C. ("Rights Agreement")) is 
or becomes the beneficial owner (as such term is used in Rule 13d-3 
under the Securities Exchange Act of 1934) of securities of the 
Company representing 25 percent or more of the combined voting power 
of the Company; or (ii) the following individuals cease for any reason 
to constitute a majority of the number of directors then serving:  
individuals who, as of May 19, 1998, constitute the Company's Board of 
Directors ("Board") and any new director (other than a director whose 
initial assumption of office is in connection with an actual or 
threatened election contest, including but not limited to a consent 
solicitation, relating to the election of directors of the Company) 
whose appointment or election by the Board or nomination for election 
by the Company's stockholders was approved or recommended by a vote of 
at least two-thirds of the directors then still in office who either 
were directors on May 19, 1998, or whose appointment, election or 
nomination for election was previously so approved or recommended; or 
(iii) the Company's stockholders approve a merger or consolidation of 
the Company or any direct or indirect subsidiary of the Company with 
any other corporation, other than a merger or consolidation that would 
result in the voting securities of the Company outstanding immediately 
prior to such merger or consolidation continuing to represent (either 
by remaining outstanding or by being converted into voting securities 
of the surviving entity or any parent thereof) at least 60 percent of 
the combined voting power of the securities of the Company or such 
surviving entity or its parent outstanding immediately after such 
merger or consolidation, or a merger or consolidation effected to 
implement a recapitalization of the Company (or similar transaction) 
in which no person is or becomes the beneficial owner, directly or 
indirectly, of securities of the Company representing 25 percent or 
more of the combined voting power of the Company's then outstanding 
securities; or (iv) the Company's stockholders approve a plan of 
complete liquidation or dissolution of the Company or there is 
consummated an agreement for the sale or disposition by the Company of 
all or substantially all of the Company's assets, other than a sale or 
disposition by the Company of all or substantially all of the 
Company's assets to an entity, at least 60 percent of the combined 
voting power of the voting securities of which are owned by 
stockholders of the Company in substantially the same proportions as 
their ownership of the Company immediately prior to such sale.  A 
Change in Control, however, shall not be considered to have occurred 
until all conditions precedent to the transaction, including but not 
limited to, all required regulatory approvals have been obtained.

     (d)  Method of Payment.  All amounts credited to a Participant's 
account shall be distributed to him or, in the event of his death, to 
his Beneficiary, in cash and in accordance with the election made by 
the Participant.  

     (e)  Source of Payments.  Each participating Employer will pay 
all benefits for its Employees arising under this Plan, out of its 
general assets.

10.  Amendment and Termination of Plan.

     The Plan may be amended, modified or terminated by the Company's 
Board of Directors at any time; provided, however, no such amendment, 
modification or termination shall be made in the event there is a 
Change in Control, as defined in Paragraph (c) of Section 9.  In 
addition, no amendment, modification, or termination shall reduce any 
deferred benefit under the Plan reflected in a Participant's account 
prior to the date of such amendment or termination.  

11.  Non-assignability of Benefits.

     To the extent consistent with applicable law, the Participant's 
deferred benefits under this Plan shall not be assigned, transferred, 
pledged, or encumbered or be subject in any manner to alienation or 
attachment.

12.  No Creation of Rights.

     Nothing in this Plan shall confer upon any Participant the right 
to continue as an Employee or to receive annual Compensation in excess 
of the Compensation Limit.  The right of a Participant to receive a 
cash distribution shall be an unsecured claim against the general 
assets of his Employer.  Nothing contained in this Plan nor any action 
taken hereunder shall create, or be construed to create, a trust of 
any kind, or a fiduciary relationship between the Company and the 
Participants, Beneficiaries, or any other persons.  All accounts under 
the Plan shall be maintained for bookkeeping purposes only and shall 
not represent a claim against specific assets of any Employer.

13.  Effective Date.

     The Plan, as originally adopted, was effective on July 1, 1989.  
The Plan, as most recently amended and restated, is effective May 19, 
1998, and shall remain in effect until it is discontinued by action of 
the Company's Board of Directors.