QUESTAR PIPELINE COMPANY
             DEFERRED COMPENSATION PLAN FOR DIRECTORS
           (As Amended and Restated February 13, 1996)


 1.  Purpose of Plan.

          The purpose of the Deferred Compensation Plan for Directors
     ("Plan") is to provide Directors of Questar Pipeline Company (the
     "Company") with an opportunity to defer compensation paid to them for
     their services as Directors of the Company and to maintain a Deferred
     Account Balance until they cease to serve as Directors of the Company or
     its affiliates.

 2.  Eligibility.

          Subject to the conditions specified in this Plan or otherwise set
     by the Company's Board of Directors, all voting Directors of the Company
     who receive compensation for their service as Directors are eligible to
     participate in the Plan.  Eligible Directors are referred to as
     "Directors."  Directors who elect to defer receipt of fees or who have
     account balances are referred to as "Participants" in this Plan.

 3.  Administration.

          The Company's Board of Directors shall administer the Plan and
     shall have full authority to make such rules and regulations deemed
     necessary or desirable to administer the Plan and to interpret its
     provisions.

 4.  Election to Defer Compensation.

          (a)  Time of Election.  A Director can elect to defer future
     compensation or to change the nature of his election for future
     compensation by submitting a notice prior to the beginning of the
     calendar year.  A newly elected Director is entitled to make a choice
     within five days of the date of his election or appointment to serve as
     a Director to defer payment of compensation for future service.  An
     election shall continue in effect until the termination of the
     Participant's service as a Director or until the end of the calendar
     year during which the Director serves written notice of the discontinu-
     ance of his election.

          All notices of election, change of election, or discontinuance of
     election shall be made on forms prepared by the Corporate Secretary and
     shall be dated, signed, and filed with the Corporate Secretary.  A
     notice of change of election or discontinuance of election shall operate
     prospectively from the beginning of the calendar year, but any
     compensation deferred shall continue to be held and shall be paid in
     accordance with the notice of election under which it was withheld.

          (b)  Amount of Deferral.  A Participant may elect to defer
     receipt of all or a specified portion of the compensation payable to him
     for serving as a Director and attending Board and Committee Meetings as
     a Director.  For purposes of this Plan, compensation does not include
     any funds paid to a Director to reimburse him for expenses.

          (c)  Period of Deferral.  When making an election to defer all or
     a specified percentage of his compensation, a Participant shall elect to
     receive the deferred compensation in a lump sum payment within 45 days
     following the end of his service as a Director or in a number of annual
     installments (not to exceed four), the first of which would be payable
     within 45 days following the end of his service as a Director with each
     subsequent payment payable one year thereafter.  Under an installment
     payout, the Participant's first installment shall be equal to a fraction
     of the balance in his Deferred Compensation 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.  The term
     "balance," as used herein, refers to the amount credited to a
     Participant's Account or to the Fair Market Value (as defined in Section
     5 (a)) of the Phantom Shares of Questar Corporation's common stock
     ("Common Stock") credited to his Account.

          (d)  Phantom Stock Option and Certificates of Deposit Option. 
     When making an election to defer all or a specified percentage of his
     compensation, a Participant shall 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 Common Stock at the Fair Market Value (as defined in Section
     5 (a)) of such stock as of the date such compensation amount would have
     otherwise been payable to him ("Phantom Stock Option").  Or he may
     choose to have earnings calculated as if the deferred compensation had
     been invested in negotiable certificates of deposit at the time such
     compensation would otherwise be payable to him ("Certificates of Deposit
     Option").

          The Participant must choose between the two options for all of the
     compensation he elects to defer in any given year.  He may change the
     option for future compensation by filing the appropriate notice with the
     Corporate Secretary before the first day of each calendar year, but such
     change shall not affect the method of determining earnings for any
     compensation deferred in a prior year.

 5.  Deferred Compensation Account.

          A Deferred Compensation Account ("Account") shall be established
     for each Participant.

          (a)  Phantom Stock Option Account.  If a Participant elects the
     Phantom Stock Option, his Account will include the number of shares and
     partial shares of Common Stock (to four decimals) that could have been
     purchased on the date such compensation would have otherwise been
     payable to him.  The purchase price for such stock is the Fair Market
     Value of such stock, i.e., the closing price of such stock as reported
     on the Composite Tape of the New York Stock Exchange for such date or
     the next preceding day on which sales took place if no sales occurred on
     the actual payable date.

          The Participant's Account shall also include the dividends that
     would have become payable during the deferral period if actual purchases
     of Common Stock had been made, with such dividends treated as if
     invested in Common Stock as of the payable date for such dividends.
          (b)  Certificates of Deposit Option Account.  If a Participant
     elects the Certificates of Deposit Option, his Account will be credited
     with any compensation deferred by the Participant at the time such
     compensation would otherwise be payable and with interest calculated at
     a monthly rate using the typical rates paid by major banks on new issues
     of negotiable Certificates of Deposit on amounts of $1,000,000 or more
     for one year as quoted in The Wall Street Journal under "Money Rates" 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.  The
     interest credited to each Account shall be based on the amount held in
     the Account at the beginning of each particular month.

 6.  Statement of Deferred Compensation Account.
          Within 45 days after the end of the calendar year, a statement
     will be sent to each Participant listing the balance in his Account as
     of the end of the year.

7.   Retirement
          Upon retirement or resignation as a Director from the Board of
     Directors, a Participant shall receive payment of the balance in his
     Account in accordance with the terms of his prior instructions and the
     terms of the Plan unless he is still serving as a voting director of
     Questar Corporation ("Questar").  Upon retirement or resignation as a
     Director of Questar or upon appointment as a non-voting Senior Director
     of Questar, a Participant shall receive payment of the balance in his
     Account in accordance with the terms of his prior instructions and the
     terms of the Plan unless he is currently serving as a Director of the
     Company.

 8.  Payment of Deferred Compensation.

          (a)  Phantom Stock Option.  The amount payable to the Participant
     choosing the Phantom Stock Option shall be the cash equivalent of the
     stock using the Fair Market Value of such stock on the date of
     withdrawal.

          (b)  Certificates of Deposit Option.  The amount payable to the
     Participant choosing the Certificate of Deposit Option shall include the
     interest on all sums credited to the Account, with such interest
     credited to the date of withdrawal.

          (c)  The date of withdrawal for both the Phantom Stock Option
     Account and the Certificates of Deposit Option Account shall be the last
     day of the calendar month preceding payment or if payment is made
     because of death, the date of death.

          (d)  The payment shall be made in the manner (lump sum or
     installment) chosen by the Participant.  In the event of a Participant's
     death, payment shall be made within 45 days of the Participant's death
     to the beneficiary designated by the Participant or, in the absence of
     such designation, to the Participant's estate.
 
9.   Payment, Change in Control.

          Notwithstanding any other provisions of this Plan or deferred
     elections made pursuant to Section 4 of this Plan, a Director, in the
     event of a Change in Control of Questar, shall be entitled to elect a
     distribution of his account balance within 60 days following the date
     upon which Questar obtained actual knowledge of a Change in Control.  As
     used herein, a Change in Control of Questar 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 Questar 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 Questar
     representing 15 percent or more of the combined voting power of Questar,
     or (ii) the stockholders of Questar approve (A) a plan of merger or
     consolidation of Questar (unless immediately following consummation of
     such merger or consolidation, the persons who held Questar'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 Questar,
     or (C) a plan of liquidation or dissolution of Questar.  A Change in
     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.

10.  Hardship Withdrawal.

          Upon petition to and approval by the Company's Board of Directors,
     a Participant may withdraw all or a portion of the balance in his
     Account in the case of financial hardship in the nature of an emergency,
     provided that the amount of such withdrawal cannot exceed the amount
     reasonable necessary to meet the financial hardship.  The Board of
     Directors shall have sole discretion to determine the circumstances
     under which such withdrawals are permitted.

11.  Amendment and Termination of Plan

          The Plan may be amended, modified or terminated by the Company's
     Board of Directors.  No amendment, modification, or termination shall
     adversely affect a Participant's rights with respect to amounts accrued
     in his Account.  In the event that the Plan is terminated, the Board of
     Directors has the right to make lump-sum payments of all Account
     balances on such date as it may determine.

12.  Nonassignability of Plan.

          The right of a Participant to receive any unpaid portion of his
     Account 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 a Director.  The right of a Participant to receive any
     unpaid portion of his Account shall be an unsecured claim against the
     general assets and will be subordinated to the general obligations of
     the Company.

14.  Effective Date.

          The Plan was effective on June 1, 1982, and shall remain in effect
     until it is discontinued by action of the Company's Board of Directors. 
     The effective date of the amendment to the Plan establishing a Phantom
     Stock Option is January 1, 1983.  The Plan was amended and restated
     effective April 30, 1991, and was further amended and restated effective
     February 13, 1996.