QUESTAR CORPORATION

                 ANNUAL MANAGEMENT INCENTIVE PLAN

                (As amended and restated effective
                        February 13, 1996)


          Paragraph 1.  Name.  The name of this Plan is the Questar
Corporation Annual Management Incentive Plan (the Plan).  

          Paragraph 2.  Purpose.  The purpose of the Plan is to provide an
incentive to officers and key employees of Questar Corporation (the Company)
for the accomplishment of major organizational and individual objectives
designed to further the efficiency, profitability, and growth of the Company.  

          Paragraph 3.  Administration.  The Management Performance
Committee (Committee) of the Board of Directors shall have full power and
authority to interpret and administer the Plan.  Such Committee shall consist
of no less than three disinterested members of the Board of Directors.  

          Paragraph 4.  Participation.  Within 60 days after the beginning
of each year, the Committee shall nominate Participants from the officers and
key employees for such year.  The Committee shall also establish a target
bonus for the year for each Participant expressed as a percentage of base
salary or specified portion of base salary.  Participants shall be notified of
their selection and their target bonus as soon as practicable.

          Paragraph 5.  Determination of Performance Objectives.  Within 60
days after the beginning of each year, the Committee shall establish target,
minimum, and maximum performance objectives for the Company and for its major
operating subsidiaries and shall determine the manner in which the target
bonus is allocated among the performance objectives.  The Committee shall also
recommend a dollar maximum for payments to Participants for any Plan year. 
The Board of Directors shall take action concerning the recommended dollar
maximum within 60 days after the beginning of the Plan year.  Participants
shall be notified of the performance objectives as soon as practicable once
such objectives have been established.

          Paragraph 6.  Determination and Distribution of Awards.  As soon
as practicable, but in no event more than 90 days after the close of each year
during which the Plan is in effect, the Committee shall compute incentive
awards for eligible participants in such amounts as the members deem fair and
equitable, giving consideration to the degree to which the Participant's
performance has contributed to the performance of the Company and its
affiliated companies and using the target bonuses and performance objectives
previously specified.  Aggregate awards calculated under the Plan shall not
exceed the maximum limits approved by the Board of Directors for the year
involved. To be eligible to receive a payment, the Participant must be
actively employed by the Company or an affiliate as of the date of
distribution except as provided in Paragraph 8. 

          Amounts shall be paid (less appropriate withholding taxes and FICA
deductions) according to the following schedule:  

                   Award Distribution Schedule

                         Percent of
                            Award                         Date

Initial Award            75%       As soon as possible after initial
(First Year of                     award is determined
Participation)

                          25       One year after initial award is
                                   determined

                         100%                     

Subsequent Awards         50%      As soon as possible after award is
                                   determined

                          25       One year after award is determined

                          25       Two years after award is determined

                         100%

          Paragraph 7.  Restricted Stock in Lieu of Cash.  For 1992 and
subsequent years, participants who have a target bonus of $10,000 or higher
shall be paid all deferred portions of such bonus with restricted shares of
the Company's common stock under the Company's Long-Term Stock Incentive Plan. 
Such stock shall be granted to the participant when the initial award is
determined, but shall vest free of restrictions according to the schedule
specified above in Paragraph 6.

          Paragraph 8.  Termination of Employment.  

          (a)  In the event a Participant ceases to be an employee during a
year by reason of death, disability or approved retirement, an award, if any,
determined in accordance with Paragraph 6 for the year of such event, shall be
reduced to reflect partial participation by multiplying the award by a
fraction equal to the months of participation during the applicable year
through the date of termination rounded up to whole months divided by 12.

          For the purpose of this Plan, approved retirement shall mean any
termination of service on or after age 60, or, with approval of the Board of
Directors, early retirement under the Company's qualified retirement plan. 
For the purpose of this Plan, disability shall mean any termination of service
that results in payments under the Company's long-term disability plan.  

          The entire amount of any award that is determined after the death
of a Participant shall be paid in accordance with the terms of Paragraph 11.  

          In the event of termination of employment due to disability or
approved retirement, a Participant shall be paid the undistributed portion of
any prior awards in his final paycheck or in accordance with the terms of
elections to voluntarily defer receipt of awards earned prior to February 12,
1991, or deferred under the terms of the Company's Deferred Compensation Plan. 
In the event of termination due to disability or approved retirement, any
shares of common stock previously credited to a Participant shall be
distributed free of restrictions during the last month of employment.  The
current market value (defined as the closing price for the stock on the New
York Stock Exchange on the date in question) of such shares shall be included
in the Participant's final paycheck.  Such Participant shall be paid the full
amount of any award (adjusted for partial participation) declared subsequent
to the date of such termination within 30 days of the date of declaration. 
Any partial payments shall be made in cash.

          (b)  In the event a Participant ceases to be an employee during a
year by reason of a change in control, he shall be entitled to receive all
amounts deferred by him prior to February 12, 1991, and all undistributed
portions for prior Plan years.  He shall also be entitled to an award for the
year of such event as if he had been an employee throughout such year.  The
entire amount of any award for such year shall be paid in a lump sum within 60
days after the end of the year in question.  Such amounts shall be paid in
cash.

          For the purpose of this Plan, a "change in control" shall be
deemed to have occurred if (i) any "Acquiring Person" (as that term is used in
the Rights Agreement dated as of February 13, 1996, between the Company and
Chemical Mellon 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 15
percent or more of the combined voting power of the Company, or (ii) the
stockholders of the Company approve (A) a plan of merger or consolidation of
the Company (unless, immediately following consummation of such merger or
consolidation, the persons who held the Company's voting securities
immediately prior to consummation thereof will hold at least a majority of the
total voting power of the surviving or new company), or (B) a sale or
disposition of all or substantially all assets of the Company, or (C) a plan
of liquidation or dissolution of the Company.  A change of control shall also
include any act or event that, with the passage of time, would result in a
Distribution Date, within the meaning of the Rights Agreement.

          Paragraph 9.  Interest on Previously Deferred Amounts.  Amounts
voluntarily deferred prior to February 12, 1991, shall be credited with
interest from the date the payment was first available in cash to the date of
actual payment.  Such interest shall be calculated at a monthly rate using the
typical rates paid by major banks on new issues of negotiable Certificates of
Deposit in the amounts of $1,000,000 or more for one year as quoted in The
Wall Street Journal on the first day of the relevant calendar month or the
next preceding business day if the first day of the month is a non-business
day.  

          Paragraph 10.  Coordination with Deferred Compensation Plan.  Some
Participants are entitled to defer the receipt of their cash bonuses under the
terms of the Company's Deferred Compensation Plan, which became effective
November 1, 1993.  Any cash bonuses deferred pursuant to the Deferred
Compensation Plan shall be accounted for and distributed according to the
terms of such plan and the choices made by the Participant.

          Paragraph 11.  Death and Beneficiary Designation.  In the event of
the death of a Participant, any undistributed portions of prior awards shall
become payable.  Amounts previously deferred by the Participant, together with
credited interest to the date of death, shall also become payable.  Each
Participant shall designate a beneficiary to receive any amounts that become
payable after death under this Paragraph or Paragraph 8.  In the event that no
valid beneficiary designation exists at death, all amounts due shall be paid
as a lump sum to the estate of the Participant.  Any shares of restricted
stock previously credited to the Participant shall be distributed to the
Participant's beneficiary or, in the absence of a valid beneficiary
designation, to the Participant's estate, at the same time any cash is paid.

          Paragraph 12.  Amendment of Plan.  The Company's Board of
Directors, at any time, may amend, modify, suspend, or terminate the Plan, but
such action shall not affect the awards and the payment of such awards for any
prior years.  The Company's Board of Directors cannot terminate the Plan in
any year in which a change of control has occurred without the written consent
of the Participants.  The Plan shall be deemed suspended for any year for
which the Board of Directors has not fixed a maximum dollar amount available
for award.  
 
          Paragraph 13.  Nonassignability.  No right or interest of any
Participant under this Plan shall be assignable or transferable in whole or in
part, either directly or by operation of law or otherwise, including, but not
by way of limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy, or in any other manner, and no right or interest of any
Participant under the Plan shall be liable for, or subject to, any obligation
or liability of such Participant.  Any assignment, transfer, or other act in
violation of this provision shall be void.  

          Paragraph 14.  Effective Date of the Plan.  The Plan shall be
effective with respect to the fiscal year beginning January 1, 1984, and shall
remain in effect until it is suspended or terminated as provided by Paragraph
12.