QUESTAR CORPORATION
                  DEFERRED COMPENSATION PLAN
               FOR HIGHLY COMPENSATED EMPLOYEES
       (As Amended and Restated Effective May 19, 1998)

     Questar Corporation hereby amends this DEFERRED COMPENSATION PLAN 
FOR HIGHLY COMPENSATED EMPLOYEES, effective February 13, 1996.  This 
Plan, which was originally adopted effective November 1, 1993, is an 
unfunded plan established to provide highly compensated employees with 
an opportunity to defer receipt of up to a specified portion of their 
annual compensation in order to reduce current tax obligations.

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 a distribution of benefits under the Plan in the event of the 
death of a Participant prior to the distribution of all benefits to 
which he is entitled.

     "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 and 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 Company's Employee 
Investment Plan or other tax-qualified plans.  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.

     "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).

     "Employee" means any officer or key manager of an Employer who 
meets the eligibility criteria set out in Paragraph 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.

     "Participant" means an Employee who has made an election under 
Paragraph 5 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.

     "Tax-Qualified Plan" means the Questar Corporation Employee 
Investment Plan, as amended from time to time, or any tax-qualified 
plan adopted by the Company.

2.   Purpose of Plan.

     The purpose of the Plan is to provide eligible Employees with the 
opportunity to defer receipt of up to a specified portion of their 
annual Compensation in order to reduce current tax payment 
obligations.

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 any key manager whose annual Compensation is 
expected to exceed $125,000 are eligible to participate in the Plan.

5.   Election to Defer Compensation.

     In order to participate in the Plan during 1993, an Employee must 
make an election to defer at least $500 per month of participation.  
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.  In 
order to participate in subsequent Plan Years, an Employee must make 
an election to defer an amount from $5,000 to 50 percent of annual 
Compensation.  Such elections 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.

6.   Elections, Deemed Investments.

     When making an election to defer Compensation, an Employee must 
choose between two methods of determining earnings on the deferred 
Compensation.  He may choose to have such earnings calculated as if 
the deferred Compensation had been invested in shares of the Company's 
Common Stock (the "Common Stock Option") or he may choose to have 
earnings calculated by adding 100 basis points to the interest payable 
on a 10-Year Treasury Note (the "Treasury Note Option").  An Employee 
may also choose to allocate his deferred Compensation between the 
options in increments of 25 percent, 50 percent, or 75 percent.

     The Participant must designate his deemed investment for all of 
the Compensation he elects to defer in any given year.  He may change 
the deemed investment for future deferred Compensation by filing the 
appropriate notice with the Company's Corporate Secretary before the 
first day of each calendar year, but such change shall not affect the 
method of determining earnings of any Compensation deferred in a prior 
year.

     Any deferred Compensation accounted for under the Common Stock 
Option  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 Tax-Qualified Plan 
during the month (quarter prior to January 1, 1996) 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 
Tax-Qualified Plan during the quarter in which the deemed purchases 
are treated as being made under this Plan.

     If a Participant elects the Treasury Note Option, his account 
will be credited with any Compensation deferred by the Participant in 
any given month.  Interest shall be calculated at a monthly rate 
calculated by dividing by 12 the sum of 100 basis points plus the rate 
for the appropriate 10-Year Treasury Note as quoted in the Wall Street 
Journal on the first business day of each month.  The appropriate 
10-Year Treasury Note shall be the Note that is the closest (in terms 
of months) to the date on which the interest is credited.  The 
interest deemed to be credited to each Account shall be based on the 
amount credited to such Account at the beginning of each particular 
month.

7.   Integration with Other Plans.

     If an employee elects to reduce his Compensation under the terms 
of this Plan, six percent of any Compensation deferred shall be 
accounted for under the terms of the Questar Corporation Deferred 
Share Plan.  A Participant's benefits (if any) under the Company's 
Executive Incentive Retirement Plan shall be based on the 
Participant's base salary including any base salary deferred under the 
terms of this Plan or the Company's Deferred Share Plan or any base 
salary reductions under the Company's Tax-Qualified Plan or Cafeteria 
Plan.  A Participant's benefits (if any) under the Company's 
Supplemental Executive Retirement Plan or Equalization Benefit Plan 
shall be based on the Participant's Compensation plus any Compensation 
deferred under the terms of this Plan or the Company's Deferred Share 
Plan.

8.   Account Statement.

     Within 60 days after the end of the calendar year, a statement 
shall be sent to each Participant listing the balance in his account 
as of the end of the year.

9.   Payment of Account Balances.

     When making the first deferral election under Paragraph 5, a 
Participant shall determine when to receive the Compensation deferred 
by him.  A Participant can elect to receive such deferred Compensation 
at a specified date prior to his termination of employment, e.g., 
December 31, 2001, upon his termination of employment or at a 
specified time within five years after his termination of employment.  
A Participant can also elect whether to receive deferred Compensation 
in a lump-sum payment or in a number of annual installments (not to 
exceed four).  A Participant cannot change such elections for 
Compensation previously deferred, but can change such elections for 
Compensation to be paid for future services.

     Under the Common Stock Option, 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 (or the 
portion of his account to be paid in installments) 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.

     Under the Treasury Note Option, the account balance shall be 
valued as of the date of withdrawal, which is the last day of the 
calendar month preceding payment, with interest credited to such date.  
Under an installment payout, the Participant's first installment shall 
be equal to a fraction of the balance credited to his account (or the 
portion of his account to be paid in installments) 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.

10.  Miscellaneous Payment Issues.

     (a)  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 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.

     (b)  Change in Control.  Notwithstanding any other provision of 
this Plan, in the event of a "Change in Control" of the Company (as 
defined below), all deferred Compensation credtired to a Participant's 
account shall be distributed to him within 60 days following the 
Change in Control.

     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.

     (c)  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.  

     (d)  Source of Payments.  Each participating Employer will pay 
all benefits for its Employees arising under this Plan, and all costs, 
charges and expenses relating thereto, out of its general assets.

11.  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 10(b).  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.  

12.  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.

13.  No Creation of Rights.

     Nothing in this Plan shall confer upon any Participant the right 
to continue as an Employee of an Employer.  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.  

14.  Effective Date.

     The Plan, as originally adopted, was effective November 1, 1993.  
The Plan, as amended and restated, is effective February 13, 1996, and 
shall remain in effect until it is discontinued by action of the 
Company's Board of Directors.