MOUNTAIN FUEL SUPPLY COMPANY

                    ANNUAL MANAGEMENT INCENTIVE PLAN

                   (As amended and restated effective
                           February 13, 1996)


           Paragraph 1.  Name.  The name of this Plan is the Mountain 
Fuel Supply Company 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 Mountain Fuel Supply 
Company (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 of Questar Corporation 
(Questar) 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.  Recommendations made 
by the Committee shall be reviewed by the Company's 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 affiliates 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 
award is (First Year of               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 Questar's common stock under Questar'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 Questar's qualified 
retirement plan.  For the purpose of this Plan, disability shall mean 
any termination of service that results in payments under Questar'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 Questar'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 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 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 Questar'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.