Exhibit 10.2

                        QUESTAR GAS COMPANY
               DEFERRED COMPENSATION PLAN FOR DIRECTORS
              (As Amended and Restated October 26, 2000)

 1.  Purpose of Plan.

          The purpose of the Deferred Compensation Plan for Directors
     ("Plan") is to provide Directors of Questar Gas 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 discontinuance 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 "Consumer Savings Rates" on
     the Thursday closest to the end of the month or other published
     source of such rates as identified by Questar Corporation's
     Treasury department.  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
     deferral 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 of a Change in Control.  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 February 13, 1996, between
     Questar 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 Questar representing 25 percent or more
     of the combined voting power of Questar, or (ii) the following
     individuals cease for any reason to constitute a majority of
     the number of directors then serving as directors of Questar:
     individuals who, as of May 19, 1998, constitute Questar'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 Questar) whose appointment of election by the
     Board or nomination for election by Questar's stockholders was
     approved or recommended by a vote of at least two-thirds of the
     directors when still in office who either were directors on May
     19, 1998, or who appointment, election or nomination for
     election was previously so approved or recommended; or (iii
     Questar stockholders approve a merger or consolidation of
     Questar or any direct of indirect subsidiary of Questar with
     any other corporation, other than a merger of consolidation
     that would result in the voting securities of Questar
     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 Questar 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 Questar (or similar
     transaction) in which no person is or becomes the beneficial
     owner, directly or indirectly, of securities of Questar
     representing 25 percent or more of the combined voting power of
     Questar's then outstanding securities; or (iv) Questar'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 Questar of all or substantially
     all of Questar's assets, other than a sale of disposition by
     Questar 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
     Questar in substantially the same proportion as their ownership
     of Questar 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.

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, was
     amended and restated effective February 13, 1996, and was
     further amended and restated effective May 19, 1998.