MOUNTAIN FUEL SUPPLY 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 Mountain Fuel Supply 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 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.