QUESTAR MARKET RESOURCES, INC.
             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 Market Resources,
     Inc. (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.