QUESTAR GAS COMPANY
             DEFERRED COMPENSATION PLAN FOR DIRECTORS
              (As Amended and Restated May 19, 1998)

 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 "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 
     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.