EXECUTIVE SEVERANCE COMPENSATION PLAN
(As Amended and Restated effective May 19, 1998)

     Section 1.  Purpose.  Questar Corporation and its affiliated 
companies (hereinafter collectively referred to as "Questar" or the 
"Company") consider the establishment and maintenance of a sound and 
vital management to be essential to protecting and enhancing the best 
interest of the Company, its shareholders, customers, and other 
employees.  The Executive Severance Compensation Plan (hereinafter 
referred to as the "Plan") is designed to encourage the officers of 
the Company and its affiliated companies to continue to dedicate their 
full attention and energy to their duties as officers without 
distraction from the potentially disturbing circumstances arising from 
the possibility of a change in control of Questar.  

     Section 2.  Term of Plan.  This Plan was originally adopted on 
September 22, 1983, and has been amended and restated several times 
since, most recently as of May 19, 1998. The Plan as amended shall be 
automatically extended for one-year periods as of January 1 of each 
year, unless not later than September 30 of the preceding year, the 
Company, through its Board of Directors, shall determine that it does 
not wish to extend the Plan; and provided, further, that the Plan 
shall continue in effect for a period of 36 months beyond the date on 
which a "Change in Control" of the Company, as defined in Section 3, 
shall have occurred.

     Section 3.  Definitions.  The terms used in this Plan shall have 
the meanings set forth below:  

     a.   "Cause" shall mean the willful and continued failure to 
perform employment duties, after a written demand for substantial 
performance is made by the Chief Executive Officer of the Successor 
Entity or the willful engaging in conduct that is materially injurious 
to the Successor Entity.  No act or failure to act shall be considered 
"willful" unless done or omitted to be done in bad faith and without a 
reasonable belief that such action or omission was in the best 
interests of the Successor Entity.  

     b.   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.   "Dependent" shall mean any member of a Participant's 
household who is eligible for benefits under specified welfare benefit 
plans sponsored by the Company or Successor Entity.

     d.   "Disability" shall mean termination of employment that 
results in payments under the Company's Long-Term Disability Plan or a 
similar plan sponsored by Successor Entity.

     e.   "Participant" shall mean a person who serves as an officer 
of the Company and/or its affiliated companies nominated by the Board 
of Directors to participate in the Plan who assents to the terms of 
the Plan by signing an agreement that incorporates the terms of the 
Plan.  (A form of the agreement is attached as Appendix A.)

     f.   "Successor Entity" shall mean the entity existing after the 
date of the Change in Control.

     g.   "Termination of Employment" shall mean involuntary 
termination of the responsibilities, status, titles, salary, or 
benefits of the respective Participant's employment, within three 
years following a Change in Control, or a voluntary termination of the 
Participant's employment if made within the "Window Period."

     h.   "Voluntary Retirement" shall mean voluntary termination of 
employment in accordance with the terms of the Company's qualified 
Retirement Plan or any retirement arrangement established for the 
Participant with his consent.

     i.   "Window Period" shall mean a thirty-day period that begins 
on the first anniversary of a Change in Control.

     Section 4.  Participation in the Plan.  Participation in this 
Plan shall be limited to Participants who accept the terms and 
conditions of the Plan by signing and returning an agreement that 
incorporates the terms of the Plan.

     Participation in the Plan is at the discretion of the Board of 
Directors of the Company.  A Participant may be terminated from the 
Plan by action by the Board of Directors taken before the date of any 
Change in Control of the Company.  

     Participants shall be automatically terminated from the Plan upon 
death, Disability, Voluntary Retirement, or termination prior to any 
Change in Control of the Company.

     Section 5.  Termination of Employment Following Change in 
Control.  In the event of any Change in Control of the Company, a 
Participant is entitled to receive the compensation and benefits 
specified in Sections 9 through 15 upon Termination of Employment, 
unless such termination occurs as a result of death, Disability, 
Voluntary Retirement, or Cause.  

     Section 6.  Notice of Termination of Employment.  To terminate 
the employment of a Participant, the Successor Entity shall notify the 
Participant, in writing, of Termination of Employment.  Such notice 
shall be mailed, postage prepaid, to the Participant at the home 
address shown on Company records and shall include a statement 
concerning the Participant's right to receive the benefits specified 
in Sections 9 through 15.  

     Termination of Employment shall not occur until proper written 
notice is given as above provided by the Successor Entity.  Until the 
Successor Entity provides such notice, a Participant is entitled to be 
paid the same compensation and benefits earned prior to the Change in 
Control.  

     To terminate employment during the Window Period, a Participant 
shall send a written notice to the Successor Entity at its principal 
place of business, which shall constitute an election of the 
Participant to receive the benefits specified in Sections 9 through 
15.

     Section 7.  Constructive Termination of Employment.  In the event 
that the Successor Entity, following a Change in Control, decreases 
the base salary, target bonus percentage, or stock option grant (or 
the equivalent) earned by or awarded to a Participant as an employee 
of the Company prior to a Change in Control and takes such action 
without securing the Participant's signed consent, the Successor 
Entity shall be deemed to have constructively terminated the 
Participant's employment.  A constructive termination shall constitute 
a Termination of Employment for purposes of the Participant's right to 
receive the compensation and benefits specified herein.

     Section 8.  Termination of Employment for Cause.  The Successor 
Entity cannot terminate the Participant's employment for Cause unless 
the Participant has willfully and continuously failed to perform his 
employment duties after receiving a written demand for substantial 
performance made by the Chief Executive Officer of the Successor 
Entity or unless the Participant has willfully engaged in conduct that 
is materially injurious to the Successor Entity after the Change in 
Control.  For purposes of this Section, no act, or failure to act, by 
a Participant shall be deemed "willful" unless done, or omitted to be 
done, by a Participant not in good faith and without reasonable belief 
that his action or omission was in the best interests of the Successor 
Entity.  The Successor Entity, through its Board of Directors, must 
notify the Participant in writing that the employment is being 
terminated for Cause.  The Notice of Termination shall include a list 
of factual findings to sustain the judgment that the Participant's 
employment has been terminated for Cause.  After receiving a Notice of 
Termination for Cause, the Participant shall have the right to seek 
arbitration or legal review of the Successor Entity's determination 
that the employment was terminated for Cause and to continue receiving 
all salary and benefits in effect prior to receipt of the Notice of 
Termination until the conclusion of such arbitration or legal review 
proceedings or the expiration of one year from the date of the receipt 
of the Notice of Termination, whichever event occurs first.

     In the event that arbitration or legal review proceedings do not 
uphold the Termination of Employment for Cause, the Participant shall 
have the right to receive the benefits specified in Sections 9 through 
15, but such benefits shall be reduced by the benefits received during 
the pendency of the arbitration or legal review proceedings.

     Section 9.  Compensation and Benefits.  

     a.   Upon Termination of Employment following a Change in 
Control, a Participant is entitled to receive a cash payment equal to 
twice the annual salary at the rate in effect for such Participant 
immediately prior to the Change in Control.  The Participant is also 
entitled to receive a cash payment equal to twice the higher of the 
average annual amount earned by the Participant under the Annual 
Management Incentive Plan ("AMIP") and any other annual incentive 
compensation plans maintained by the Company for the three years 
preceding a Change in Control or the average annual target amount 
specified under such plans for the years in question.  (The AMIP is 
described in Appendix B to this Plan.)  Any Participant whose 
employment is terminated at any time after the date of a Change in 
Control of the Company is also entitled to receive the amounts 
previously awarded or allocated to or earned by him under the AMIP and 
any other annual incentive compensation plans then in effect. 

     Any compensation and benefits payable under the terms of this 
Plan shall be payable, in a single lump-sum payment within ten days of 
Termination of Employment.  

     b.   Upon Termination of Employment, the Participant is entitled 
to receive a pro rata bonus payment under the AMIP and any other 
annual incentive compensation plans in effect for the year in which 
the Termination of Employment occurred and shall be based on the 
portion of such year the Participant was employed.  The full amount of 
this bonus payment shall be payable in a single lump-sum payment 
within 60 days after the end of the year in which his employment 
terminated.

     Section 10.  Deferred Compensation Benefits.  Upon ceasing to be 
employed by the Successor Entity at any time of a Change in Control of 
the Company, a Participant is also entitled to receive the amounts 
previously deferred by him under the Company's AMIP, Deferred 
Compensation Plan for Directors, Deferred Compensation Plan, Deferred 
Share Plan, Deferred Share Make-Up Plan, and other deferred 
compensation plans then in effect.  (The Company's deferred 
compensation plans are described in Appendix B.)

     Notwithstanding any other provisions of such deferred 
compensation plans, lump-sum distributions of account balances shall 
be automatically distributed within 30 days following the Change in 
Control.

     Section 11.  Supplemental Retirement Benefits.  

     a.   Upon Termination of Employment, a Participant who has a 
vested right under the Company's Retirement Plan shall be entitled to 
receive a supplemental retirement benefit equal to the difference 
between the amount payable to him under the terms of the Company's 
Retirement Plan and the amount that would have been payable to him had 
he been credited with two additional years of service under the 
Company's Retirement Plan.  Benefits payable hereunder shall be 
calculated using the Participant's annual compensation (as the term 
"compensation" is defined in the Company's Supplemental Executive 
Retirement Plan ("SERP") or Special Situation Retirement Plan 
("SERP2") and other supplemental retirement plans then in effect) for 
the last full year prior to the Termination of Employment as his 
compensation for the additional years of service credited to the 
Participant under the terms of this provision.  Upon Termination of 
Employment, a Participant who does not have a vested right under the 
Company's Retirement Plan at such time shall be entitled to receive a 
supplemental retirement benefit equal to the amount that would have 
been payable to him under the terms of the Company's Retirement Plan 
and SERP or SERP2 had he become vested under the terms of such Plans 
if he had continued in the Company's employment for the two-year 
period of time following his Termination of Employment after the 
Change in Control.  (The Company's supplemental retirement plans are 
described in Appendix B.)

     b.   Upon Termination of Employment, a Participant who is 
entitled to receive supplemental retirement benefits under the terms 
of the Company's SERP or SERP2 shall be entitled to receive such 
benefits.  Benefits payable under the Company's SERP or SERP2 shall be 
calculated using the Participant's annual compensation (as the term 
compensation is defined in the Company's SERP or SERP2) for the last 
full year prior to the Termination of Employment as his compensation 
for the two additional years of service credited to the Participant 
under the terms of this provision. 

     c.  Any Participant who is a Nominee in the Company's Executive 
Incentive Retirement Plan ("EIRP") and who has satisfied the 
eligibility requirements contained in the EIRP at the date of a Change 
in Control of the Company shall have the right to receive the 
retirement benefits specified in the EIRP.  The Participant's 
surviving spouse and dependent children shall also have the right to 
receive the family protection benefits specified in the EIRP in the 
event of the Participant's death.  

     Section 12.  Special Lump-Sum Provision.  Upon Termination of 
Employment, a Participant shall receive a single-installment, lump-sum 
payment of supplemental retirement benefits under the EIRP, SERP and 
SERP2.  The present value of such benefits shall be calculated using a 
standard mortality table referred to as the "83 Group Annuity 
Mortality Table" and 80 percent of the six-month average rate for the 
30-year Treasury bonds (using the six-month period ending prior to the 
Participant's Termination of Employment).  This lump-sum payment shall 
be made within 30 days of a Participant's Termination of Employment.

     Section 13.  Stock Options and Restricted Stock.  Upon a Change 
in Control, all stock options and stock appreciation rights granted 
under the Company's Long-Term Stock Incentive Plan and its successors 
shall vest.  A Participant shall have 60 days following a Change in 
Control to exercise any vested stock options and stock appreciation 
rights, notwithstanding a Termination of Employment, or to receive a 
cash payment equal to the value of such vested stock options.  Upon a 
Change in Control, all shares of restricted stock granted as partial 
payment of earned bonuses under the AMIP or other annual incentive 
compensation plans adopted by the Company shall immediately vest free 
of restrictions and shall be distributed.

     Section 14.  Miscellaneous Benefits.  Upon Termination of 
Employment at any period of time within three years from the date of a 
Change in Control of the Company, a Participant shall receive (for 
himself and his Dependents), at the sole expense of the Successor 
Entity, life, disability, accident and health insurance benefits, or a 
payment to reimburse for coverage obtained by the Participant, 
substantially similar to those received or eligible to be received 
prior to Termination of Employment, for a period of six months 
following Termination of Employment, unless within such period the 
Participant chooses to take Voluntary Retirement, in which event the 
Participant will be entitled to receive the same benefits as any 
eligible employee choosing to retire prior to the Change in Control.  

     Section 15.  Tax Provision.  The benefits payable under the terms 
of the Plan (excluding any benefits earned prior to the Termination of 
Employment), are collectively referred to as "Severance Payments."  
The Severance Payments are designed to be fully deductible under 
Section 280G of the Internal Revenue Code of 1986, as amended (the 
"Code").  However, if any portion of the Severance Payments will be 
subject to the excise tax ("Excise Tax") imposed by Section 4999 of 
the Code, the Company or Successor Entity shall pay to the Participant 
at the time specified in Section 9 an additional estimated amount (the 
"Gross-Up Payment") such that the net amount retained by the 
Participant, after deduction of any Excise Tax on the Severance 
Payments and any federal and state taxes payable on the Gross-Up 
Payment, shall be equal to the Severance Payments (adjusted for 
applicable federal and state taxes).  In the event that the Excise Tax 
is subsequently determined to be less than the amount taken into 
account at the time of the Participant's Termination of Employment, 
the Participant shall repay to the Successor Entity the portion of the 
Gross-Up Payment attributable to the Excise Tax and federal and state 
income tax imposed on the Gross-Up payment being repaid by the 
participant if such repayment results in a reduction in Excise Tax and 
federal and state income tax deduction plus interest on the amount of 
such repayment at the applicable rate (as defined in Section 174(d) of 
the Code).  In the event that the Excise Tax is determined to exceed 
the amount taken into account at the time of Termination of Employment 
(including by reason of any payment that is unknown or undetermined at 
the time of the Gross-Up Payment), the Successor Entity shall make an 
additional payment in respect of such excess (plus any interest 
payable with respect to such excess) at the time that the amount of 
such excess is finally determined.

     Section 16.  Binding Agreement.  Any and all agreements entered 
into pursuant to this Plan with individual officers of the Company 
shall be binding upon any Successor Entity as defined above.  The 
Company will require any Successor Entity to expressly assume and 
agree to perform such agreements.  Failure of the Company to obtain 
such assumption and agreement prior to the effective date of control 
by the Successor Entity shall be a breach of the agreement entered 
into pursuant to the terms of the Plan and shall entitle Participants 
to receive compensation from the Company in the same amount and on the 
same terms as they would otherwise be entitled to receive, except that 
the day prior to the date upon which the Successor Entity obtains 
control shall be deemed the date of Termination of Employment.

     Section 17.  Miscellaneous.  

     a.   Except as set forth in Section 18, no provisions outlined in 
this Plan and the separate agreements entered into pursuant to such 
Plan may be modified, waived, or discharged after the date of a Change 
in Control unless such waiver, modification, or discharge is agreed to 
in writing by the Participant.  No waiver by either a Participant or 
Successor Entity at any time or any breach of any condition or 
provision of this Plan or the separate agreements entered into 
pursuant to this Plan shall be deemed a waiver of similar or 
dissimilar provisions or conditions at the time or at any prior or 
subsequent time.  

     b.   The validity, interpretation, construction and performance 
of this Plan and the separate agreements entered into pursuant to such 
Plan shall be governed by the laws of the State of Utah.  

     c.   The invalidity or unenforceability of any provision of this 
Plan and the separate agreements entered pursuant to such Plan shall 
not affect the validity or enforceability of any other provision of 
the Plan and the separate agreements, which shall remain in full force 
and effect.  

     d.   The Participants are entitled to receive the benefits 
specified in Sections 9 through 15 of this Plan in accordance with the 
terms of the Plan.  Such benefits are not to be construed as 
"damages."   

     e.   Upon written request by the Participant, the Successor 
Entity shall be obligated to pay the legal fee, and expenses incurred 
by any Participant reasonably expended to obtain, protect or enforce 
any right or benefit provided by this Plan and the individual 
agreements executed pursuant to such Plan.  The Successor shall be 
obligated to reimburse the Participant for legal fees within 30 days 
of receiving the Participant's request for reimbursement.

     Section 18.  Amendment or Termination of Plan.  This Plan and the 
individual agreements entered into pursuant to this Plan may be 
amended or terminated by action of the Company's Board of Directors 
taken prior to a Change in Control of the Company.  Notwithstanding 
any other provision of the Plan to the contrary, in the event that the 
consummation of a Change in Control is contingent on using pooling of 
interest accounting methodology, the Board of Directors may take any action
necessary to preserve the use of pooling of interest accounting.