8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report – May 11, 2012

(Date of earliest event reported)

QUESTAR GAS COMPANY

(Exact name of registrant as specified in charter)

STATE OF UTAH	333-69210	87-0155877
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employee Identification No.)

333 South State Street, P.O. Box 45360 Salt Lake City, Utah 84145-0360

(Address of principal executive offices)

Registrant's telephone number, including area code (801) 324-5555

Not Applicable                                  

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17

CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

Item 8.01Other Events.

Amended and Restated Articles of Incorporation and Bylaws

Questar Gas Company amended and restated its articles of incorporation which were filed with the Division of Corporations of the State of Utah on May 11, 2012, and has also made changes to its Bylaws. Questar Gas Company's Amended and Restated Articles of Incorporation and its current Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this report.

List of Exhibits

Exhibit No.            Exhibit

3.1 Amended and Restated Articles of Incorporation of Questar Gas Company

3.2 Bylaws of Questar Gas Company

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	QUESTAR GAS COMPANY (Registrant)
Date: May 15, 2012	/s/Ronald W. Jibson
	Ronald W. Jibson Chairman, President and Chief Executive Officer Questar Gas

EX-3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

QUESTAR GAS COMPANY

In accordance with the provisions of the Utah Revised Business Corporation Act and pursuant to resolutions adopted by its Board of Directors and Shareholders, Questar Gas Company (the “Corporation”) hereby adopts the following Amended and Restated Articles of Incorporation:

ARTICLE I.

NAME

The name of the Corporation is Questar Gas Company.

ARTICLE II.

PURPOSES

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act, as the same exists or as may hereafter be amended from time to time.

ARTICLE III.

STOCK

The limit and amount of the capital stock of this Corporation shall be One Hundred and Twenty-Five Million Dollars ($125,000,000) of Common Stock, divided into Fifty Million (50,000,000) shares of par value of Two Dollars and Fifty Cents ($2.50) per share and Four Million (4,000,000) shares of Cumulative Preferred Stock without par value, provided that the Corporation shall not issue any shares of Cumulative Preferred Stock, if after giving effect to such issue and the redemption or retirement of any shares of Cumulative Preferred Stock being redeemed or retired currently therewith, the aggregate of the amounts payable upon all outstanding shares of Cumulative Preferred Stock in the event of involuntary liquidation, exclusive of accrued dividend, shall exceed One Hundred Million Dollars ($100,000,000).

A statement of the voting powers and of the designations, preferences, limitations and relative rights of the Cumulative Preferred Stock and of the qualifications, limitations and restrictions thereof, except to the extent to be fixed by the Board of Directors as hereinafter provided, is as follows:

Cumulative Preferred Stock

(1)    The Cumulative Preferred Stock may be divided into and issued in one or more series, each of which will have such relative rights and preferences as are provided for herein, with or without variations

among such series as to:

(a)    The rate of dividend;

(b)    the price at and the terms and conditions on which shares may be redeemed;

(c)    the amount payable upon shares in event of involuntary liquidation;

(d)    the amount payable upon shares in event of voluntary liquidation;

(e)    whether there shall be sinking fund provisions for the redemption or purchase of shares of any such series, and, if so, such provisions;

(f)    whether shares of any such series shall be convertible into or exchangeable for shares of any other class or classes of stock, and, if so, the terms and conditions on which shares of any such series may be so converted.

If any shares of Cumulative Preferred Stock are issued in series, then each series shall be so designated as to distinguish shares thereof from shares of all other series and classes of stock. The Board of Directors is hereby vested with authority from time to time to establish and designate one or more series of Cumulative Preferred Stock, and to fix and determine such of the above listed variations between series as may be stated in a resolution or resolutions providing for the issue of such series adopted by the Board of Directors according to law.

(2)    So long as any shares of Cumulative Preferred Stock are outstanding:

(a)    The holders of the Cumulative Preferred Stock shall be entitled to receive quarterly cash dividends, payable when and as declared by the Board of Directors, before any dividends (other than dividends payable in Commons Stock) shall be declared, paid upon or set apart for the Common Stock. Dividend periods on Cumulative Preferred Stock shall be the four calendar quarters and dividends shall be cumulative from and after the first day of the quarterly dividend period, provided that if the issuance of such shares occurs after the first day of the quarterly dividend period, the dividend accrual shall be from the date of the issuance. If full dividends have not been paid or declared and set apart for payment upon all outstanding Cumulative Preferred Stock at the rates fixed by the Board of Directors for each respective series for any dividend period or periods, then no dividends shall be declared or paid on Common Stock, nor shall the Corporation purchase or otherwise acquire any of its Common Stock unless in exchange for or through application of proceeds from the concurrent sale of other Common Stock. Dividends shall not be paid or declared and set aside for payment on any one series of Cumulative Preferred Stock for any dividend period unless full dividends have been or are contemporaneously declared and set apart for payment or paid on the Cumulative Preferred Stock of all series for all dividend periods terminating on the same or an earlier date.

When full cumulative dividends upon the Cumulative Preferred Stock of all series then outstanding for all past dividend periods shall have been paid or declared and set apart for payment and the Corporation shall have complied with its Cumulative Preferred Stock sinking fund requirements, if any, the Board of Directors may declare and pay dividends on the Common Stock and no holder of any shares of any series of Cumulative Preferred Stock as such shall be entitled to share therein.

(b)    The Corporation shall not without the affirmative vote in favor thereof, at a meeting called for the purpose of authorizing such action, or the written consent with or without a meeting, of the holders of at least two-thirds (2/3) of the shares of Cumulative Preferred Stock at the time outstanding:

(1)    Create, authorize, or issue any new stock which, after issuance, would rank prior to the Cumulative Preferred Stock then outstanding with respect to dividends or rights upon dissolution, liquidation or winding-up, or create, authorize or issue any security convertible into shares of any such new stock, except for the purpose of providing funds for the redemption of all of the Cumulative Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as hereinafter set forth, provided that any such new stock or security shall be issued within twelve months after any vote of the Cumulative Preferred Stock authorizing issuance of such new stock or security.

(2)    Amend, alter, change or repeal any of the express terms of the Cumulative Preferred Stock then outstanding or of this Article so as to affect adversely the rights, preferences or voting powers of the holders thereof, except that where any such amendment, alteration, change or repeal would adversely affect the rights, preferences or voting powers of the holders of the shares of one or more, but not all, the series of Cumulative Preferred Stock at the time outstanding, such affirmative vote in favor shall be required only of the holders of not more than two-thirds (2/3) of the total number of outstanding shares of such series so adversely affected; provided that an amendment, alteration, change, repeal or other action contemplated by and effected in accordance with sub-paragraph 3(a) hereof, or an increase in the total membership of the Board of Directors, shall not be deemed to affect adversely the rights, preferences or voting powers of the holders of Cumulative Preferred Stock then outstanding.

(3)    Without the affirmative vote in favor thereof, at a meeting called for the purpose of authorizing such action, or the written consent with or without a meeting of the holders of at least a majority of the shares of Cumulative Preferred Stock then outstanding, the Corporation shall not:

(a)    Authorize any shares of Cumulative Preferred Stock in addition to the shares now authorized or increase the authorized amount of the aggregate liquidation value of Cumulative Preferred Stock or create, increase or decrease the authorized number of shares or the amount of the aggregate liquidation value of any existing or new class or series of stock ranking on a parity with the Cumulative Preferred Stock or any series thereof with respect to dividends or rights upon dissolution, liquidation or winding-up.

(b)    Sell, lease, transfer or convey all, or substantially all, its property or business, or merge or consolidate with or into any other corporation; except that this provision shall not apply to any pledge, mortgage, deed of trust or trust indenture covering all or any part of the Corporation’s assets as security for any obligation or liability of any kind or nature, or to any merger if the Corporation survives such merger as the continuing entity, or if, prior to such sale, lease, transfer, merger or consolidation, provision is made to redeem all of the Cumulative Preferred Stock then outstanding, notice of such redemption is given and the aggregate redemption price deposited as hereinafter set forth.

(c)    Issue, sell or otherwise dispose of any additional shares of Cumulative Preferred Stock, or any other kind of stock ranking on a parity with Cumulative Preferred Stock then outstanding with respect to dividends or rights upon dissolution, liquidation or winding-up, or reissue, sell or otherwise dispose of any shares of Cumulative Preferred Stock or of any other kind of stock so ranking on a parity with Cumulative Preferred Stock which has been redeemed, purchased or otherwise acquired by the Corporation, unless:

(1)    Earnings of the Corporation and its subsidiaries available for interest and dividends for a period of twelve (12) consecutive calendar months within fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, determined in accordance with generally accepted accounting principles, shall have been at least one and one-half (1½) times the sum of:

(i)    the annual interest requirements on all funded indebtedness of the Corporation and its subsidiaries (determined on a consolidated basis) to be outstanding after giving effect to the proposed issue of Cumulative Preferred Stock or other stock and the application of the proceeds thereof, plus

(ii)    the annual dividend requirements on shares of Cumulative Preferred Stock and shares of any class ranking prior to or on a parity with the Cumulative Preferred Stock with respect to dividends or rights upon dissolution, liquidation or winding-up, to be outstanding after giving effect to the proposed issue of Cumulative Preferred Stock or other stock and application of the proceeds thereof.

(2)    Capital applicable to Common Stock plus earned and paid-in surplus of the Corporation exceeds the amount payable upon involuntary liquidation on Cumulative Preferred Stock and any stock ranking prior to or on parity thereto with respect to dividends or rights upon dissolution, liquidation, or winding-up, to be outstanding after giving effect to the proposed issue of Cumulative Preferred Stock or other stock and application of the proceeds thereof.

For the purpose of this paragraph 3(c), the term "earnings of the Corporation and its subsidiaries available for interest and dividends" shall be the total operating and non-operating revenues of the Corporation and its subsidiaries (excluding gains and losses on the disposition of capital assets), less all operating expenses, expenditures for repairs and maintenance, taxes (including provision for income taxes adjusted to give effect to the elimination of gains and losses on the disposition of capital assets and interests on obligations to be retired out of the proceeds of the proposed issue of Cumulative Preferred Stock), appropriations for depreciation, depletion, amortization and property retirement, and all non-operating expenses and losses, but excluding all interest charges and all amortizations of stock and debt discount and expense or premium, all determined on a consolidated basis.

(4)    At the option of the Board of Directors of the Corporation, the Corporation may redeem any or all of the shares of any series of Cumulative Preferred Stock at any time (subject to any terms and conditions prohibiting or restricting the redemption of such series set forth in any resolution of the Board of Directors establishing and designating such series as provided in Section 1 of this Article) at the then applicable redemption price specified for such series plus an amount equivalent to all dividends accrued and unpaid thereon to the date fixed for redemption; provided, however, that not less than twenty (20) nor more than fifty (50) days prior to the time fixed for redemption, a notice of the time and place thereof shall be given to the holders of record of the shares of Cumulative Preferred Stock so to be redeemed by mail addressed to such holders at their respective addresses as shown on the books of the Corporation; provided, further, that in every case of redemption of less than all of the outstanding shares of any one series of Cumulative Preferred Stock, the shares of such series to be redeemed shall be chosen by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. At any time after notice of redemption has been given to the holders of shares of Cumulative Preferred Stock to be redeemed, the Corporation may deposit or cause to be deposited the aggregate redemption price, in trust, with a bank or trust company having capital, surplus and undivided profits of not less than $5,000,000, located in the Borough of Manhattan, New York, New York, or in Salt Lake City, Utah, and named in such notice. Monies so deposited shall be payable

on the date fixed for redemption in the amounts aforesaid to the respective orders of the holders of shares of Cumulative Preferred Stock so to be redeemed, on endorsement to the Corporation, or otherwise, as may be required, and upon surrender of the certificates for such shares, duly endorsed for transfer, if required. Upon the deposit of said money as aforesaid, or, if no such deposit is made, upon said redemption date (unless the Corporation defaults in making payment of the redemption price as set forth in the notice), such holders shall cease to be stockholders with respect to said shares, and from and after the making of said deposit, or if no such deposit is made, from and after the redemption date (the Corporation not having defaulted in making payment of the redemption price as set forth in the notice), the said shares shall no longer be transferrable upon the books of the Corporation and said holders shall have no interest in or claim against the Corporation, or its nominee, with respect to said shares, but shall be entitled only to receive said redemption price and accrued and unpaid dividends to the date fixed for redemption as aforesaid, without interest thereon and to exercise on or before the close of business on the date fixed for redemption any right to convert or exchange said shares which may then exist.

If such deposit shall be made by a nominee of the Corporation, the previous holders of the shares of Cumulative Preferred Stock for the redemption of which such deposit shall have been made, upon such deposit, shall cease to have any rights or interest in said shares except as set forth in the foregoing paragraph, and such nominee shall, upon such deposit, become the owner of the shares of Cumulative Preferred Stock with respect to which such deposit was made and certificates of stock may be issued to such nominee in evidence of such ownership.

In case the holder of any such shares of Cumulative Preferred Stock shall not, within six (6) years after such deposit, claim the amount deposited as above stated for the redemption thereof, the Depositary shall upon demand pay over to the Corporation for the account of the stockholder such amounts so deposited and the Depositary shall thereupon be relieved from all responsibility to the holder thereof, and thereafter the holder shall look only to the Corporation for payment. Interest on such deposit shall belong and be paid from time to time to the Corporation and shall not be payable to any such stockholder.

Cumulative Preferred Stock redeemed or otherwise retired by the Corporation shall assume the status of authorized but unissued Cumulative Preferred Stock and may thereafter be reissued subject to the provisions of Section 3(c) hereof, in the same manner as other authorized but unissued Cumulative Preferred Stock but not as a part of the same series.

(5)    Except as otherwise, as expressly provided in this Article and as may be required by law, only holders of Common Stock shall be entitled to vote and holders of Cumulative Preferred Stock shall not, as such, be entitled to vote or otherwise participate at any shareholders meeting or election of the Corporation or on any other matters. However, whenever and as often as six full quarterly dividends payable on Cumulative Preferred Stock of any series shall be in default, the holders of the shares of Cumulative Preferred Stock of all series shall have the exclusive right, voting separately and as a single class, to vote for and to elect two members of the Board of Directors and the holders of other shares entitled to vote for Directors, voting separately, will be entitled to elect the remaining Directors. At any meeting at which the holders of Cumulative Preferred Stock are entitled to vote, each share shall entitle its holder to one vote.

Whenever the voting rights of holders of the Cumulative Preferred Stock shall have vested as herein provided, such rights may be exercised at any annual meeting of stockholders of the Corporation or at any special meeting of stockholders called for that purpose. In such event, the Secretary of the Corporation may, and upon written request of the holders of ten percent (10%) or more of the outstanding Cumulative Preferred Stock, regardless of series, shall call a special meeting of the stockholders of the Corporation (then having

voting rights for the election of Directors) to be held within forty-five (45) days after the receipt of such written request, provided the Secretary need not call any such special meeting if the annual meeting of stockholders is to convene within one hundred (100) days after receipt by the Secretary of such written request. If such meeting shall not be called within twenty (20) days after personal service of said written request upon the Secretary, and the annual meeting of stockholders is not scheduled to convene within one hundred (100) days of such service of notice, then the holders of record of at least ten percent (10%) in amount of shares of Cumulative Preferred Stock then outstanding, regardless of series, may call such meeting upon not less than twenty (20) nor more than fifty (50) days' notice and such meeting shall be held at the place for the holding of annual meetings of the stockholders of the Corporation, and such holders of the Cumulative Preferred Stock shall have access to the stock books of the Corporation for the purpose of causing a meeting of the stockholders to be held pursuant to these provisions.

At any such meeting or adjournment thereof, the absence of a quorum of the Cumulative Preferred Stock shall not prevent the election of the Directors to be elected by the stockholders entitled to vote for the election of Directors generally, and the absence of a quorum of the stockholders entitled to vote for the election of Directors generally shall not prevent the election of Directors to be elected by the holders of the Cumulative Preferred Stock, and in the absence of such quorum, either of the Cumulative Preferred Stock or of the stockholders entitled to vote for the election of Directors generally, a majority of the holders of the Cumulative Preferred Stock or of such stockholders, as the case may be, present in person or by proxy, shall have power to adjourn the meeting for the election of Directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Holders of thirty-three and one-third percent (33 1/3%) of the outstanding Cumulative Preferred Stock present in person or by proxy shall be required to constitute a quorum of such class for the election of any Director by the Cumulative Preferred Stock as a class.

The term of office of all Directors in office at any time when such voting power is vested in the Cumulative Preferred Stock, shall terminate upon the election of any new Directors at any meeting of stockholders called for the purpose of electing Directors. Upon any termination of the right of the Cumulative Preferred Stock to vote as a class for Directors as herein provided, the term of office of all Directors then in office shall terminate upon the election of new Directors at a meeting of the stockholders of the Corporation, which meeting may be held at any time after termination of the voting right of the Cumulative Preferred Stock as a class, upon notice as above provided, and shall be called by the Secretary of the Corporation upon written request of the holders of record of ten percent (10%) of the aggregate number of the stockholders entitled to vote for the election of Directors generally.

In case any vacancy shall occur among the Directors elected by the holders of the Cumulative Preferred Stock during any period in which two Directors shall have been elected by the holders of the Cumulative Preferred Stock as a class, the successor of any such Director shall be elected to serve until the next meeting of stockholders for the purpose of electing Directors, upon nomination by the remaining Director elected by the holders of the Cumulative Preferred Stock as a class or successor to such Director and upon the approval of such nominee by a majority of Directors then in office. In case any vacancy shall occur among the Directors elected by the stockholders entitled to vote for the election of Directors generally, the successor of any such Director shall be elected to serve until the next meeting of stockholders for the purpose of electing Directors by the vote of a majority of the remaining Directors elected by the stockholders entitled to vote for the election of Directors generally, or successors to such Directors.

Voting rights of holders of the Cumulative Preferred Stock shall cease when all arrears in dividends on the Cumulative Preferred Stock and the current dividend shall have been paid or declared and set apart

for payment, and all rights to notice of stockholders' meetings shall likewise cease.

(6)    Upon any dissolution, liquidation or winding-up of the Corporation, whether voluntary or involuntary, the holders of Cumulative Preferred Stock of each series, without any preference of the shares of any series over the shares of any other series, shall be entitled to receive out of the assets of the Corporation, whether capital, surplus or other, before any distribution of the assets to be distributed shall be made to the holders of Common Stock, the amount specified to be payable on the shares of such series in the event of voluntary or involuntary liquidation, as the case may be, plus accrued and unpaid dividends thereon. In case the assets shall not be sufficient to pay in full the amounts determined to be payable on all the shares of Cumulative Preferred Stock, in the event of voluntary or involuntary liquidation, as the case may be, then the assets available shall be distributed to the extent available as follows: first, to the payment, pro rata of the amount payable in the event of voluntary or involuntary liquidation, as the case may be, on each share of Cumulative Preferred Stock outstanding, regardless of series; second, to the payment of accrued and unpaid dividends on such shares, such payment to be made pro rata in accordance with the amount of accrued and unpaid dividends on each share. After payment to the holders of Cumulative Preferred Stock of the full preferential amounts hereinbefore provided, the holders of Cumulative Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation, either upon any distribution of such assets or upon dissolution, liquidation or winding-up, and the remaining assets to be distributed, if any, upon a distribution of such assets or upon dissolution, liquidation or winding-up, may be distributed among the holders of Common Stock.

(7)    Cumulative Preferred Stock shall be issued only as fully paid and non-assessable stock.

(8)    The holders of Cumulative Preferred Stock shall not have any preemptive or other right to subscribe for any stock or any security convertible into any stock of the Corporation.

(9)    Subject to such requirements as may be prescribed by law and except as to matters requiring a two-thirds vote for amendment, as set forth in subparagraph 2 of this Article or in any resolution establishing and designating shares of Cumulative Preferred Stock, any of the foregoing items and provisions of Sections 1 through 8 inclusive of this Article may be altered, amended or repealed or the application thereof waived or suspended in any particular case and changes in any of the designations, preferences, limitations and relative rights of the Cumulative Preferred Stock may be made with the affirmative vote at a meeting called for the purpose, or the written consent with or without a meeting, of the holders of at least a majority of the then issued and outstanding shares of Cumulative Preferred Stock; provided that neither the rate of dividend nor the amount payable upon redemption or in the event of voluntary or involuntary liquidation shall be reduced nor shall conversion rights, if any, be adversely affected with respect to any shares of the Cumulative Preferred Stock without the consent of the holder thereof.

ARTICLE IV.

REGISTERED AGENT

The address of this Corporation’s registered office and the name of its registered agent at such address is:

T.C. Jepperson

333 South State Street

Salt Lake City, Utah 84111

ARTICLE V.

AMENDMENT OF ARTICLES

The Corporation reserves the right to amend, alter, change, or repeal any provisions contained in these Amended and Restated Articles of Incorporation in any manner now or thereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Nevertheless, and in addition to any vote required by any other provision of these Amended and Restated Articles of Incorporation, the bylaws, or statutes, the affirmative vote of eighty-five percent (85%) of the issued and outstanding stock of the Corporation that is entitled to vote for the election of Directors shall be required for the deletion of language in or any amendment to Article V or Article VI or for any amendment to these Amended and Restated Articles of Incorporation or to the bylaws (unless such amendment to the bylaws is approved by the Board of Directors in accordance with the bylaws) that would restrict or limit the power or authority of the Board of Directors or any other officer or agent of the Corporation; that would vest any powers of the Corporation in any other officer or agent other than the Board of Directors, or officers and agents appointed by or under the authority of the Board of Directors; that would require the approval of any stockholders in order for the Board of Directors or any officer or agent to take any action; or that would change the quorum requirement for any meeting of the Board of Directors, the vote by which it must act in connection with any matter, the manner of calling or conducting meetings of Directors, or the place of such meetings.

ARTICLE VI.

APPROVAL OF BUSINESS COMBINATION

(1)    The affirmative vote of the holders of not less than eighty-five percent (85%) of the outstanding shares of capital stock of the Corporation entitled to vote shall be required for the approval or authorization of any "Business Combination" (as hereinafter defined) involving a "Related Person" (as hereinafter defined); provided, however, that the eighty-five percent (85%) voting requirement shall not be applicable if:

(a) The "Continuing Directors" (as hereinafter defined) of the Corporation by a two-thirds vote have expressly approved such Business Combination either in advance of or subsequent to such Related Person's having become a Related Person; or

(b) The following conditions are satisfied:

(i) The aggregate amount of the cash and the "Fair Market Value" (as hereinafter defined) of the property, securities or "Other Consideration" (as hereinafter defined) to be received per share by all holders of capital stock of the Corporation in the Business Combination, other than the Related Person involved in the Business Combination, is not less than the "Highest Per Share Price" or the "Highest Equivalent Price" (as hereinafter defined) paid by the Related Person in acquiring any of its holdings of the corporation's capital stock; and

(ii) A proxy statement complying with the requirements of the Securities Exchange

Act of 1934, as amended, whether or not the Corporation is then subject to such requirements shall have been mailed to all stockholders of the Corporation for the purpose of soliciting stockholder approval of the Business Combination. The proxy statement shall contain at the front thereof, in a prominent place, the position of the Continuing Directors as to the advisability (or inadvisability) of the Business Combination and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by the Continuing Directors as to the fairness of the terms of the Business Combination, from the point of view of the holders of the outstanding shares of capital stock of the Corporation other than any Related Person.

Such eighty-five percent (85%) vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.

(2) For purposes of this Article VI:

(a) The term "Business Combination" shall mean (i) any merger, consolidation or share exchange of the Corporation or a subsidiary of the Corporation with or into a Related Person, in each case without regard to which entity is the surviving entity; (ii) any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device, of all or any "Substantial Part" (as hereinafter defined) of the assets of the Corporation (including without limitation any voting securities of a subsidiary of the Corporation) or a subsidiary of the Corporation to or with a Related Person (whether in one transaction or series of transactions); (iii) any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device, of all or any Substantial Part of the assets of a Related Person to the Corporation or a subsidiary of the Corporation; (iv) the issuance, transfer or delivery of any securities of the Corporation or a subsidiary of the Corporation by the Corporation or any of its subsidiaries to a Related Person (other than an issuance or transfer of securities which is effected on a pro rata basis to all stockholders of the Corporation); (v) any recapitalization or reclassification of securities (including any reverse stock split) that would have the effect of increasing the voting power of a Related Person; (vi) the issuance or transfer by a Related Person of any securities of such Related Person to the Corporation or a subsidiary of the Corporation (other than an issuance or transfer of securities which is effected on a pro rata basis to all stockholders of the Related Person); (vii) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Related Person; or (viii) any agreement, plan, contract or other arrangement providing for any of the transactions described in this definition of Business Combination.

(b) The term "Related Person" shall mean and include any individual, partnership, corporation or other person or entity which, as of the record date for the determination of stockholders entitled to notice of and to vote on any Business Combination, or immediately prior to the consummation of such transaction, together with its "Affiliates" and "Associates" (as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect at the date of the adoption of this Article VI by the stockholders of the Corporation (collectively, and as so in effect, the "Exchange Act")), are "Beneficial Owners" (as defined in Rule 13d-3 of the Exchange Act) in the aggregate of ten percent (10%) or more of the outstanding shares of any class of capital stock of the Corporation, and any Affiliate or Associate of any such individual, corporation, partnership or other person or entity. Notwithstanding any provision of Rule 13d-3 to the contrary, an entity shall be deemed to be the Beneficial Owner of any share of capital stock of the Corporation that such entity has the right to acquire at any time pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.

(c) The term "Substantial Part" shall mean more than twenty percent (20%) of the fair market value, as determined by two-thirds of the Continuing Directors, of the total consolidated assets of the Corporation and its subsidiaries taken as a whole as of the end of its most recent fiscal year ended prior to the time the determination is being made.

(d) The term "Other Consideration" shall include, without limitation, Common Stock or other capital stock of the Corporation retained by stockholders of the Corporation other than Related Persons or parties to such Business Combination in the event of a Business Combination in which the Corporation is the surviving corporation.

(e) The term "Continuing Director" shall mean a Director who is unaffiliated with any Related Person and either (i) was a member of the Board of Directors of the Corporation immediately prior to the time the Related Person involved in a Business Combination became a Related Person or (ii) was designated (before his or her initial election or appointment as Director) as a Continuing Director by a majority of the then Continuing Directors.

(f) The terms "Highest Per Share Price" and "Highest Equivalent Price" as used in this Article VI shall mean the following: if there is only one class of capital stock of the Corporation issued and outstanding, the Highest Per Share Price shall mean the highest price that can be determined to have been paid at any time by the Related Person for any share or shares of that class of capital stock. If there is more than one class of capital stock of the Corporation issued and outstanding, the Highest Equivalent Price shall mean with respect to each class and series of capital stock of the Corporation, the amount determined by a majority of the Continuing Directors, on whatever basis they believe is appropriate, to be the highest per share price equivalent of the Highest Per Share Price that can be determined to have been paid at any time by the Related Person for any share or shares of any class or series of capital stock of the Corporation. In determining the Highest Per Share Price and Highest Equivalent Price, all purchases by the Related Person shall be taken into account regardless of whether the shares were purchased before or after the Related Person became a Related Person. Also, the Highest Per Share Price and the Highest Equivalent Price shall include any brokerage commissions, transfer taxes, soliciting dealers' fees and other expenses paid by the Related Person with respect to the shares of capital stock of the Corporation acquired by the Related Person. In the case of any Business Combination with a Related Person, the Continuing Directors shall determine the Highest Per Share Price and the Highest Equivalent Price for each class and series of capital stock of the Corporation.

(g) The term "Fair Market Value" shall mean (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotation System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a two-thirds vote of the Continuing Directors in good faith; and (ii) in the case of property other than stock or cash, the fair market value of such property on the date in question as determined by a two-thirds vote of the Continuing Directors in good faith.

(3) The determinations of the Continuing Directors as to Fair Market Value, Highest Per Share Price, Highest Equivalent Price, and the existence of a Related Person or a Business Combination shall be conclusive and binding.

(4) Nothing contained in this Article VI shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.

(5) The fact that any Business Combination complies with the provisions of paragraph 1(b) of this Article VI shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

(6) Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation, the affirmative vote of the holders of not less than eighty-five percent (85%) of the outstanding shares of capital stock shall be required to amend, alter, change or repeal, or adopt any provisions inconsistent with, this Article VI.

The undersigned officer of the Corporation hereby affirms under penalties of perjury that the facts stated herein are true, and has signed these Amended and Restated Articles of Incorporation on May 10, 2012.

/s/Ronald W. Jibson

Ronald W. Jibson

Chairman, President and Chief Executive Officer

Questar Gas

EX-3.2

BYLAWS

of

QUESTAR GAS COMPANY

A Utah Corporation

OFFICES

SECTION 1. The principal office shall be in the City of Salt Lake, County of Salt Lake, State of Utah.

The Corporation may also have an office at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

SEAL

SECTION 2. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words "Corporate Seal, Utah." Said seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced, or otherwise.

STOCKHOLDERS' MEETINGS

SECTION 3. The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which stockholders shall elect, by plurality vote, directors equal in number to those with terms that expire as of the same date and transact such other business as may properly be brought before the meeting.

SECTION 4. The Board of Directors may direct the calling of special meetings of the stockholders at such time and place as the Board may deem necessary.

SECTION 5. Holders of a majority of the stock issued and outstanding, and entitled to vote

thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until such requisite amount of voting stock shall be present. At such adjourned meeting at which the requisite amount of voting stock shall be represented any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 6. The Secretary shall, but in case of his failure any other officer of the Corporation may, give written or printed notice to the stockholders stating the place, day and hour of each stockholders meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting.

SECTION 7. Notice may be given either personally or by mail, and if given by mail, such notice shall be deemed to be delivered when deposited in the United States mails addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage prepaid thereon.

SECTION 8. At any meeting of the stockholders, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote. At each meeting of the stockholders, a stockholder may vote in person or vote by proxy that is executed in writing by the stockholder or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy. The vote for directors and, upon

the demand of any stockholder, the vote upon any question before the meeting, shall be by ballot. All elections shall be had and all questions decided by a plurality vote, except as otherwise provided in these Bylaws, the Articles of Incorporation, or applicable law.

SECTION 9. A complete list of stockholders entitled to vote at the ensuing election shall be prepared and be available for inspection by any stockholder beginning two business days after notice is given of the meeting for which the list was prepared and continuing throughout the meeting. The list shall indicate each stockholder's name, address, and number of voting shares.

A stockholder, directly or through an agent or attorney, has the right to inspect and copy, at his expense, the list of stockholders prepared for each meeting of stockholders. The stockholder must make a written request to examine the list and must examine it during the Corporation's regular business hours.

SECTION 10. Business transacted at all special meetings of the stockholders shall be confined to the objects stated in the call and notice.

SECTION 11. Unless otherwise provided in the Articles of Incorporation, any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice upon the receipt of a unanimous written consent.

DIRECTORS

SECTION 12. The property and business of this Corporation shall be managed under the direction of the Board of Directors and shall consist of at least three and not more than nine members.

SECTION 13. The directors may hold their meetings and have one or more offices and keep the books of the Corporation outside of Utah at such places as they may from time to time determine.

SECTION 14. In addition to the powers and authority by these Bylaws expressly conferred

upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute of the State of Utah, or by the Articles of Incorporation, or by these Bylaws directed or required to be exercised or done by the stockholders.

COMMITTEE

SECTION 15. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more Committees, one of which said Committees to be known as the Executive Committee, each Committee to consist of two or more of the Directors of the Corporation, which to the extent provided in the Articles of Incorporation or in said resolution or in these Bylaws, shall have and may exercise the powers conferred upon them by the Board of Directors; provided, however, that the Executive Committee when so appointed by resolution of the Board of Directors shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. All Committees, except the Executive Committee, when so appointed, shall have such name or names as may be stated in these Bylaws or may be determined from time to time by resolutions adopted by the Board of Directors.

SECTION 16. The Committees shall keep regular minutes for their proceedings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

SECTION 17. Directors, as such, shall not receive any salary for their services, but the Board of Directors by resolution shall: fix the fees to be allowed and paid to directors, as such, for their services; and provide for the payment of the expenses of the directors incurred by them in performing their duties. Nothing herein contained, however, shall be considered to preclude any

director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 18. Fees to members of special or standing committees and expenses incurred by them in the performance of their duties, as such, shall also be fixed and allowed by resolution of the Board of Directors.

MEETINGS OF THE BOARD

SECTION 19. The Board of Directors named in the Articles of Incorporation may meet either at Salt Lake City, Utah; Pittsburgh, Pennsylvania; or Findlay, Ohio, as shall be determined by a majority of the members of the Board named in the Articles of Incorporation. The newly elected Board may meet at such place and time as shall be fixed by the vote of the stockholders at the annual meeting, for the purpose of organization or otherwise, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute a meeting; provided a majority of the whole Board shall be present; but they may meet at such place and time as shall be fixed by the consent, in writing, of all the directors.

SECTION 20. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

SECTION 21. Special meetings of the Board may be called by the Chairman of the Board or the President on one days' notice to each Director, with such notice given either in person, by telephone, or by telegram to the address listed in the corporate records of the Corporation; special meetings may be called by the President or Secretary in like manner and on like notice on the written request of two directors.

SECTION 22. At all meetings of the Board a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors,

except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. Directors may participate in a Board meeting and be counted in the quorum by means of conference telephone or similar communications equipment by which all directors participating in the meeting can hear each other.

SECTION 23. Unless the Articles of Incorporation provide otherwise, any acts required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all the directors take the action, each director signs a written consent describing the actions taken, and the consents are filed with the records of the Corporation. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be described as such in any document.

SECTION 24. The officers of the Corporation shall be chosen by the Directors and shall be as stated in the Articles of Incorporation, to-wit: a Chairman of the Board of Directors, a President, a Vice President, a Secretary and Treasurer. The Board may also choose a Vice Chairman, additional Vice Presidents, Assistant Secretaries and Assistant Treasurers. The Secretary and Treasurer may be the same person, and the Chairman of the Board or any Vice President may hold at the same time the office of Secretary or Treasurer.

SECTION 25. The Board of Directors at its first meeting after each annual meeting shall choose a President and Chairman of the Board of Directors from their own number, and one or more Vice Presidents, a Secretary and a Treasurer, who need not be members of the Board nor stockholders of the Corporation.

SECTION 26. The Board may appoint such other officers and agents as it may deem necessary in conformity with the provisions of the Articles of Incorporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined

from time to time by the Board.

SECTION 27. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

SECTION 28 The officers of the Corporation shall hold office until their successors are chosen and qualified in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors.

CHAIRMAN OF THE BOARD

SECTION 29. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors and shall have supervision of such matters as may be designated to him by the Board of Directors.

PRESIDENT

SECTION 30. Unless another officer is so designated by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation and shall perform the following duties:

(a) In the absence of the Chairman of the Board, he shall preside at all meetings of the stockholders and directors; he shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.

(b) He shall execute bonds, mortgages and other contracts requiring the seal, under the seal of the Corporation.

(c) He shall be ex-officio a member of all standing Committees and shall have the general powers and duties of supervision and management usually vested in the office of a President of a corporation.

If another officer is designated by the Board of Directors as Chief Executive Officer, the President shall have supervision of such matters as shall be designated to him by the Board of Directors and/or the Chief Executive Officer.

VICE PRESIDENT

SECTION 31. The Board of Directors may appoint one or more of the Vice Presidents as Senior Vice Presidents and one or more as Executive Vice Presidents. If only a Senior Vice President or if only an Executive Vice President has been appointed or if one person has been appointed to both such offices, then during the disability of the President such person shall perform the duties and exercise the powers of the President. If one or more persons have been appointed Executive and/or Senior Vice Presidents, the Board of Directors shall prescribe which of them during the disability of the President, shall perform the duties and exercise the powers of the President.

SECRETARY AND ASSISTANT SECRETARIES

SECTION 32. (a) The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing Committees when required. He shall give or cause to be given notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board or the Executive Committee of the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature, or by the signature of the Treasurer.

(b) The Assistant Secretaries, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board

of Directors shall prescribe.

TREASURER AND ASSISTANT TREASURERS

SECTION 33. (a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in moneys and other valuable effects in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

(b) He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an account of all his transactions as Treasurer, and of the financial condition of the Corporation.

(c) He shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board for the faithful performance of the duties of his office, and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property, of whatever kind, in his possession or under his control, belonging to the Corporation.

(d) The Assistant Treasurers, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall prescribe.

VACANCIES

SECTION 34. If the office of any director or directors becomes vacant by reason of the death, resignation, disqualification, removal from office, or otherwise, the remaining directors, though not less than a quorum, shall choose a successor or successors who shall hold office for the remaining portion of the term or terms of the office left vacant until the successor or successors

shall have been duly elected, unless sooner displaced.

DUTIES OF OFFICERS MAY BE DELEGATED

SECTION 35. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the power or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board concur therein.

CERTIFICATES OF STOCK

SECTION 36. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him; provided, however, that where such certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk, acting in behalf of the Corporation, and a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, may be facsimile. In case any officer or officers, who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of such Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons, who signed such certificate or certificates or whose facsimile signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation.

TRANSFER OF STOCK

SECTION 37. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate, or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor, and upon the payment of any transfer tax or transfer fees which may be imposed by law or by the Board of Directors.

CLOSING OF TRANSFER BOOKS

SECTION 38. The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion, or exchange of capital stock shall go into effect, or for a period of not exceeding fifty (50) days in connection with obtaining the consent of stockholders for any purpose, provided, however, that in lieu of closing the stock transfer books, as aforesaid, the Board of Directors may fix in advance a date not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion, or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion, or exchange of capital stock, and in such case only such stockholders as shall be entitled to such notice of and to vote at any such meeting or to receive payment of such dividend or to receive such allotment of rights or generally exercise such rights as the case may be, notwithstanding any transfer of stock on the books of the Corporation after any such recorded date fixed as aforesaid.

REGISTERED STOCKHOLDERS

SECTION 39. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Utah.

LOST CERTIFICATE

SECTION 40. When authorized by the Secretary of the Corporation in writing, the duly appointed stock transfer agency may issue and the duly appointed registrar may register, new or duplicate stock certificates to replace lost, stolen, or destroyed certificates of the same tenor and for the same number of shares as those alleged to be lost, stolen, or destroyed, upon delivery to the Company in each case of an affidavit of loss and indemnity bond acceptable to the Secretary; but the Board of Directors may authorize the issuance of new or duplicate stock certificates without requiring an indemnity bond when in its judgment it is proper so to do.

INSPECTION OF BOOKS

SECTION 41. The Corporation shall maintain permanent records of the minutes of all meetings of its stockholders and Board of Directors; all actions taken by the stockholders or Board of Directors without a meeting; and all actions taken by a Committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation shall also maintain appropriate accounting records.

A stockholder of the Corporation, directly or through an agent or attorney, shall have limited rights to inspect and copy the Corporation's records as provided under applicable state law and by complying with the procedures specified under such law.

BANK ACCOUNTS

SECTION 42. All checks, demands for money, or other transactions involving the

Corporation's bank accounts shall be signed by such officers or other responsible persons as the Board of Directors may designate. No third party is allowed access to the Corporation's bank accounts without express written authorization by the Board of Directors.

FISCAL YEAR

SECTION 43. The fiscal year shall begin the first day of January in each year.

DIVIDENDS

SECTION 44. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation and the laws of the State of Utah, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock.

Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper, as a reserve fund to meet contingencies or for equalizing dividends, or for repairing or maintaining property of the Corporation, or for such other purposes as the directors shall think conducive to the interests of the Corporation.

NOTICE

SECTION 45. Whenever, under the provisions of the Articles of Incorporation or the laws of the State of Utah, notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the post office or letter box in a postpaid, sealed wrapper, addressed to such stockholder, officer or director, at such address as appears on the books of the Corporation, or in default of other address, to such director, officer or stockholder, at the general post office in the City of Salt Lake, Utah; and such notice shall be deemed to be given at the time when the same

shall be thus mailed. Or notice may be published as provided in the Articles of Incorporation in lieu of mailing notice in the manner aforesaid.

Any stockholder, director or officer may waive any notice required to be given under these Bylaws or the Articles of Incorporation.

AMENDMENTS

SECTION 46. These Bylaws may be amended by a majority vote of the directors. These Bylaws may be also amended by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote at any special or regular meeting of the stockholders if notice of the proposed amendment be contained in the notice of the meeting. Provided, however, that in addition to any vote required by any other provision of these Bylaws, the Articles of Incorporation, or any applicable law, if such amendment is to be adopted solely by the stockholders, the affirmative vote of eighty-five percent of the issued and outstanding stock of the Corporation that is entitled to vote for the election of directors shall be required for any amendment that deletes or changes Section 13 or this Section 47 of these Bylaws; that restricts or limits the powers of the Board of Directors or any other officers or agents of the Corporation; that vests any powers of the Corporation in any officer or agent other than the Board of Directors, or officers and agents appointed by the Board of Directors, or officers and agents appointed by officers or agents appointed by the Board of Directors; that requires the approval of any stockholders or any other person or entity in order for the Board of Directors or any other corporate officer or agent to take any action; or that changes the quorum requirement for any meeting of the Board of Directors, the vote by which it must act in connection with any matter, the manner of calling or conducting meetings of directors, or the place of such meeting.

INDEMNIFICATION AND INSURANCE

SECTION 47. (a) Voluntary Indemnification. Unless otherwise provided in the Articles of Incorporation, the Corporation shall indemnify any individual made a party to a proceeding because he is or was a director of the Corporation, against liability incurred in the proceeding, but only if the Corporation has authorized the payment in accordance with the applicable statutory provisions [Sections 16-10a-902 and 16-10a-904 of Utah's Revised Business Corporation Act] and a determination has been made in accordance with the procedures set forth in such provision that the director conducted himself in good faith; that he reasonably believed that his conduct, if in his official capacity with the Corporation, was in its best interests and that his conduct, in all other cases, was at least not opposed to the Corporation's best interests; and that he had no reasonable cause to believe his conduct was unlawful in the case of any criminal proceeding.

(b) The Corporation may not voluntarily indemnify a director in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

(c) Indemnification permitted under Paragraph (a) in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

(d) If a determination is made, using the procedures set forth in the applicable statutory provision, that the director has satisfied the requirements listed herein and if an authorization of payment is made, using the procedures and standards set forth in the applicable statutory provision, then, unless otherwise provided in the Corporation's Articles of Incorporation, the Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding

in advance of the final disposition of the proceeding if the director furnishes the Corporation a written affirmation of his good faith belief that he has satisfied the standard of conduct described in this Section, furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to financial ability to make repayment); and if a determination is made that the facts then known of those making the determination would not preclude indemnification under this Section.

(e) Mandatory Indemnification. Unless otherwise provided in the Corporation's Articles of Incorporation, the Corporation shall indemnify a director or officer of the Corporation who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer of the Corporation against reasonable expenses incurred by him in connection with the proceeding.

(f) Court-Ordered Indemnification. Unless otherwise provided in the Corporation's Articles of Incorporation, a director or officer of the Corporation who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. The court may order indemnification if it determines that the director or officer is entitled to mandatory indemnification as provided in this Section and applicable law, in which case the court shall also order the Corporation to pay the reasonable expenses incurred by the director or officer to obtain court-ordered indemnification. The court may also order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer met the applicable standard of conduct set forth in this Section and applicable law. Any indemnification with respect to any

proceeding in which liability has been adjudged in the circumstances described in Paragraph (b) above is limited to reasonable expenses.

(g) Indemnification of Others. Unless otherwise provided in the Corporation's Articles of Incorporation, an officer, employee, or agent of the Corporation shall have the same indemnification rights provided to a director by this Section. The Board of Directors may also indemnify and advance expenses to any officer, employee, or agent of the Corporation, to any extent consistent with public policy as determined by the general or specific purpose of the Board of Directors.

(h) Insurance. The Corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent or the Corporation, or who, while serving as a director, officer, employee, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another foreign or domestic corporation, other person, of an employee benefit plan, or incurred by him in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the Corporation has the power to indemnify him against the same liability under applicable law.

LIMITATION ON LIABILITY

SECTION 48. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for (a) the amount of a financial benefit received by a director to which he is not entitled; (b) an intentional infliction of harm on the Corporation or the shareholders; (c) for any action that would result in liability of the director under the applicable statutory provision concerning unlawful distributions or (d) an intentional violation of criminal law. This provision shall not limit the liability of a director for any act or omission occurring prior to August 11, 1992.

Any repeat or modification of this provision by the stockholders shall be prospective only and shall not adversely affect any limitation on the personal liability of a director for the Corporation for acts or omissions occurring prior to the effective date of such repeal or modification.