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 – September 29, 2010

(Date of earliest event reported)

QUESTAR CORPORATION

(Exact name of registrant as specified in its charter)

STATE OF UTAH	001-08796	87-0407509
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

180 East 100 South Street, P.O. Box 45433 Salt Lake City, Utah 84145-0433

(Address of principal executive offices)

Registrant's telephone number, including area code (801) 324-5699

                                  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))

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

On June 30, 2010, Questar Corporation (Questar) distributed all of the shares of common stock of QEP Resources, Inc. (QEP) held by Questar to Questar shareholders in a tax-free, pro rata dividend (the Spinoff). Each Questar shareholder received one share of QEP common stock for each share of Questar common stock held (including fractional shares) at the close of business on the record date. In connection therewith, QEP distributed Wexpro Company (Wexpro), a wholly-owned subsidiary of QEP, to Questar. The financial information presented in this Current Report on Form 8-K recasts QEP's financial condition and operating results as discontinued operations and Wexpro's financial condition and operating results as a separate line of business for all periods presented.

Section 9 - Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit

3.1.

Amended and restated Articles of Incorporation. (Appendix A to the Definitive Proxy Statement filed in connection with the registrant's May 18, 2010, Annual Meeting of Shareholders.)

10.4.

Questar Corporation Long-term Stock Incentive Plan, as amended and restated effective May 18, 2010.

10.5.

First Amendment of Questar Corporation Long-term Stock Incentive Plan, effective June 12, 2010.

10.7.

Questar Corporation Deferred Compensation Plan for Directors, as amended and restated effective June 12, 2010.

10.14.

Questar Corporation Deferred Compensation Wrap Plan, as amended and restated June 12, 2010.

10.24.

Questar Corporation Annual Management Incentive Plan II, as amended and restated on January 1, 2010.

10.25.

First Amendment of Questar Corporation Annual Management Incentive Plan II, effective June 12, 2010.

12.

Ratio of earnings to fixed charges.

23.1.

Consent of Independent Registered Public Accounting Firm.

23.2.

Consent of Independent Petroleum Engineers and Geologists.

23.3

Qualifications and report of Independent Petroleum Engineers and Geologists.

99.1

Questar Corporation recast consolidated financial statements

101.INS

XBRL Instance.

101.SCH

XBRL Taxonomy.

101.LAB

XBRL Labels.

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101.PRE

XBRL Presentation.

101.CAL

XBRL Calculations.

101.DEF

XBRL Definitions.

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 Corporation

   (Registrant)

September 29, 2010

/s/Martin H. Craven

Martin H. Craven

Vice President, Chief Financial Officer

and Treasurer

List of Exhibits:

Exhibit No.

Exhibit

3.1.

Amended and restated Articles of Incorporation. (Appendix A to the Definitive Proxy Statement filed in connection with the registrant's May 18, 2010, Annual Meeting of Shareholders.)

10.4.

Questar Corporation Long-term Stock Incentive Plan, as amended and restated effective May 18, 2010.

10.5.

First Amendment of Questar Corporation Long-term Stock Incentive Plan, effective June 12, 2010.

10.7.

Questar Corporation Deferred Compensation Plan for Directors, as amended and restated effective June 12, 2010.

10.14.

Questar Corporation Deferred Compensation Wrap Plan, as amended and restated June 12, 2010.

10.24.

Questar Corporation Annual Management Incentive Plan II, as amended and restated on January 1, 2010.

10.25.

First Amendment of Questar Corporation Annual Management Incentive Plan II, effective June 12, 2010.

12.

Ratio of earnings to fixed charges.

23.1.

Consent of Independent Registered Public Accounting Firm.

23.2.

Consent of Independent Petroleum Engineers and Geologists.

23.3

Qualifications and report of Independent Petroleum Engineers and Geologists.

99.1

Questar Corporation recast consolidated financial statements

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101.INS

XBRL Instance.

101.SCH

XBRL Taxonomy.

101.LAB

XBRL Labels.

101.PRE

XBRL Presentation.

101.CAL

XBRL Calculations.

101.DEF

XBRL Definitions.

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EX-3

Exhibit 3.1

ARTICLES OF RESTATEMENT

TO THE

ARTICLES OF INCORPORATION

OF

QUESTAR CORPORATION

_______________________

In accordance with Sections 16-10a-1006 and 16-10a-1007 of the Utah Revised Business Corporation Act (the “Act”), Questar Corporation, a Utah corporation (the “Corporation”), hereby declares and certifies as follows:

1.

The name of the Corporation is Questar Corporation.

2.

The text of the amendment (the “Amendment”) to the Amended and Restated Articles of Incorporation of the Corporation (the “Articles of Incorporation”) is as follows:

The text of Article VIII of the Articles of Incorporation is hereby amended by inserting the following paragraph immediately following the first full paragraph of Article VIII:

A nominee for director shall be elected to the Board of Directors if the votes cast "for" such nominee’s election exceed the votes cast "against" such nominee’s election; provided, however, that the directors shall be elected by a plurality of the votes cast at any meeting of stockholders in any election of directors with respect to which, as of the tenth (10^th) day prior to the day on which the Corporation first mails the notice of such meeting to stockholders, there are more nominees for election than positions on the Board of Directors to be filled by election at the meeting. If no nominees for director are elected at an annual meeting, a special meeting of stockholders shall be called for an election of directors in the manner provided in the Bylaws.

3.

The Amendment does not provide for an exchange, reclassification, or cancellation of issued shares of the Corporation.

4.

The Amendment was approved on the 18th day of May, 2010, by the shareholders of the Corporation in accordance with the provisions of the Act.  The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment, number of votes of each voting group indisputably represented, and total number of votes cast for the Amendment by the shareholders were as follows:

Amendment	Designation	Outstanding Shares	Votes Entitled to Be Cast	Votes Represented	For
Amendment described in Section 2(a) above:	Common Stock	175,026,556	175,026,556	148,461,265	141,389,470

The number of votes cast for each of the Amendments was sufficient for approval.

5.

Attached hereto as Exhibit A, and by this reference incorporated herein, is a full and complete copy of the Amended and Restated Articles of Incorporation of the Corporation.

IN WITNESS WHEREOF, these Articles of Restatement have been executed by the Corporation as of this 25th day of May, 2010.

QUESTAR CORPORATION,

a Utah corporation

By:

ABIGAIL L. JONES

Corporate Secretary

MAILING ADDRESS

If, upon completion of filing of the above Articles of Restatement, the Utah Secretary of State elects to send a copy of the Articles of Restatement to the Corporation by mail, the address to which the copy should be mailed is:      

T. C. Jepperson

180 East 100 South

Salt Lake City, Utah 84101

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EXHIBIT A

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

QUESTAR CORPORATION

In accordance with the provisions of the Utah Revised Business Corporation Act and pursuant to a resolution duly adopted by its Board of Directors, Questar Corporation hereby adopts the following Amended and Restated Articles of Incorporation.  

ARTICLE I

NAME

The name of the Corporation is Questar Corporation.  

ARTICLE II

DURATION

The time of the Corporation's duration and the period for which it shall exist shall be perpetual.  

ARTICLE III

PURPOSE

The pursuit of business agreed upon and for which said Corporation is formed is:  

1.  To engage in any business involving energy and energy related matters, including the production, purchase, sale, storage, transportation, distribution and marketing of oil, gas, petroleum chemicals, petrochemicals, hydrocarbons, coal, ores, metals and other minerals and mineral solutions and any and all other natural resources and the derivatives, products and by-products thereof, and, in such connection, to search, prospect and explore for oil, gas, petroleum, coal, ores, metals, minerals and any and all other natural resources and to produce, manufacture, reduce, refine, prepare, distill and otherwise deal in and with the same and their derivatives, products and by-products; to lay down, construct, maintain and operate pipelines, tubes, tanks, pump stations, compressor stations, gas purification and dehydration plants, gasoline plants, connections, fixtures, storage houses and reservoirs and such machin ery, apparatus, devices and arrangements as may be necessary to operate the same; to own, hold, use and occupy such lands, rights of way, easements, franchises, buildings, plants and structures as may be necessary to accomplish the objects or purposes aforesaid; and in general to engage in such other activity as may in any way relate to or be used or useful in connection with any one or more of the foregoing businesses.  

2.  To purchase or otherwise acquire or assume, through subsidiary corporations or otherwise, as a holding company, the properties, real, personal and mixed, rights, privileges, primary and secondary franchises, licenses and certificates of convenience and necessity of any corporation.

3.  To engage in any lawful act or activity for which corporations may be organized under the laws of the State of Utah.  

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ARTICLE IV

AUTHORIZED SHARE CAPITAL

The aggregate number of shares that the Corporation shall have authority to issue is Five Hundred Ten Million (510,000,000) shares of which Five Hundred Million (500,000,000) shares shall be common stock without par value (hereinafter called “Common Stock”); Five Million (5,000,000) shares shall be Class A Preferred Stock without par value (hereinafter called “Class A Preferred Stock”); and Five Million (5,000,000) shares shall be Class B Preferred Stock without par value (hereinafter called “Class B Preferred Stock”).

The following is a statement of the voting powers and of the designations, preferences, limitations, and relative rights of the Class A Preferred Stock and Class B 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.

1.  Class A Preferred Stock. Shares of Class A Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors, each of said series to be distinctly designated. All shares of any one series of Class A Preferred Stock shall be alike in every particular. All shares of Class A Preferred Stock shall be identical except as to the following rights and preferences, as to which there may be variations between different series: the rate of dividend; whether shares may be redeemed and, if so, the redemption price and terms and conditions of redemption; the amount payable upon shares in the event of voluntary and involuntary liquidation; sinking fund provisions, if any, for redemption or purchase of shares; and the terms and conditions, if any, on which shares may be converted. So far as is not inconsistent with these Articles of Incorporation and to the full extent now or hereafter permitted by the laws of Utah, there is hereby expressly vested in the Board of Directors of this Corporation the authority to issue one or more series of Class A Preferred Stock and to fix in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors of this Corporation the designation of such series, the relative rights and preferences thereof, and the qualifications, limitations or restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(a)

The distinctive designation of, and the number of shares of Class A Preferred Stock which shall constitute, such series;

(b)

The rate and time at which, and the terms and conditions upon which, dividends, if any, on Class A Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, and whether such dividends shall be cumulative or non-cumulative;

(c)

The right, if any, of the holders of Class A Preferred Stock of such series to convert the same into, or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(d)

Whether or not Class A Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions upon which, Class A Preferred Stock of such series may be redeemed;

(e)

The rights, if any, of the holders of Class A Preferred Stock of such series upon the voluntary or involuntary liquidation of the Corporation;

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(f)

The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Class A Preferred Stock of such series; and

(g)

The voting powers, if any, of the holders of such series of Class A Preferred Stock which may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with other series of Class A Preferred Stock or all series of Class A Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Class A Preferred Stock or under such other circumstances and on such conditions as the Board of Directors may determine.  

2.  Class B Preferred Stock. Shares of Class B Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors, each of said series to be distinctly designated. All shares of any one series of Class B Preferred Stock shall be alike in every particular. All shares of Class B Preferred Stock shall be identical except as to the following rights and preferences, as to which there may be variations between different series:  the rate of dividend; whether shares may be redeemed and, if so, the redemption price and terms and conditions of redemption; the amount payable upon shares in the event of voluntary and involuntary liquidation; sinking fund provisions, if any, for redemption or purchase of shares; and the terms and conditions, if any, on which shares may be converted. So far as is not inconsistent with these Articles of Incorporation and to the full extent now or hereafter permitted by the laws of Utah, there is hereby expressly vested in the Board of Directors of this Corporation the authority to issue one or more series of Class B Preferred Stock and to fix in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors of this Corporation the designation of such series, the relative rights and preferences thereof, and the qualifications, limitations or restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(a)

The distinctive designation of, and the number of shares of Class B Preferred Stock which shall constitute, such series;

(b)

The rate and time at which, and the terms and conditions upon which, dividends, if any, on Class B Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, and whether such dividends shall be cumulative or non-cumulative;

(c)

The right, if any, of the holders of Class B Preferred Stock of such series to convert the same into, or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(d)

Whether or not Class B Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions upon which, Class B Preferred Stock of such series may be redeemed;

(e)

The rights, if any, of the holders of Class B Preferred Stock of such series upon the voluntary and involuntary liquidation of the Corporation;

(f)

The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Class B Preferred Stock of such series; and

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(g)  The voting powers, if any, of the holders of such series of Class B Preferred Stock which may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with other series of Class B Preferred Stock or all series of Class B Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Class B Preferred Stock or under such other circumstances and on such conditions as the Board of Directors may determine.  

ARTICLE V

PREEMPTIVE RIGHTS

Stockholders shall have no preemptive rights to acquire any securities of the Corporation.

ARTICLE VI

POWERS OF THE BOARD OF DIRECTORS

In furtherance but not in limitation of the powers conferred by the statutes of the State of Utah, the Board of Directors without the authority, consent, vote or other action of the stockholders, or any of them, is expressly authorized:

From time to time, as and when, and upon such terms and conditions as it may determine, to issue any part of the authorized capital stock of the Corporation, without being required to offer such stock on a pro rata basis to the stockholders of the Corporation.

To purchase, or otherwise acquire for the Corporation, any property, rights or privileges which the Corporation is authorized to acquire at such price or consideration and generally upon such terms and conditions as it deems fit.  

In its discretion to pay for any property or rights acquired by the Corporation, either wholly or partly in money, stock, bonds, debentures, or other securities of the Corporation.  

From time to time to fix and vary the amount of the working capital, and to direct and determine the use and disposition of any surplus or net profits, over and above the capital stock paid in; and in its discretion to use and apply any such surplus or accumulated profits in acquiring the bonds or other obligations or shares of the capital stock of this Corporation to such an extent and in such manner and upon such terms as the Board of Directors shall deem expedient, but no funds or property of the Corporation shall be used for the purchase of its own shares of capital stock when such use would cause any impairment of the capital of the Corporation, and shares of its capital stock, when acquired by the Corporation may, from time to time, successively be resold and repurchased.  

To issue and sell, pledge or otherwise dispose of bonds, debentures or other obligations of the Corporation from time to time, without limitation as to amount, for any of the objects or purposes of the Corporation, and, if desired, to secure the same of any thereof by mortgage, pledge, deed of trust or otherwise, upon all or any part of the property of every kind of the Corporation, and to cause the Corporation to guarantee bonds, debentures, dividends or other obligations of other corporations.  

At any time, or from time to time, to sell, assign, transfer, convey, lease or otherwise dispose of the whole or any part of the property and assets of every kind and nature of the Corporation upon such terms and conditions as the Board of Directors may deem expedient for the best interests of the Corporation.  

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To cause the Corporation to be licensed or recognized in any state, county, city or other municipality of the United States, the territories thereof, the District of Columbia, colonial possessions or territorial acquisitions, and in any foreign country, and in any town, city or municipality thereof, to conduct its business and have one or more offices therein.

To make, alter, amend or rescind the Bylaws of the Corpo­ration.  

To authorize and cause to be executed, mortgages and liens upon the real and personal property of the Corporation.  

From time to time to determine whether and to what extent, and at what time and place and under what conditions and regulations, the accounts and books of this Corporation (other than the stock ledger) or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of this Corporation, except as permitted by statute of the State of Utah or authorized by the Board of Directors.  

The Corporation may, in its Bylaws, confer powers additional to the foregoing upon the Directors in addition to the powers and authority expressly conferred upon them by statute.  

ARTICLE VII

REGISTERED AGENT

The address of the Corporation's registered office and the name of its registered agent at such address are:

Mr. T. C. Jepperson

180 East 100 South

Salt Lake City, Utah 84101

ARTICLE VIII

BOARD OF DIRECTORS

The directors, except those directors chosen to fill a vacancy for an unexpired term, shall be elected by stockholders at the regular annual stockholders meeting (the “Annual Meeting”), or, if not held, at any special meeting of the stockholders called for that purpose. The number of directors shall be fixed by the Board as provided in the Bylaws of the Company. At the 2010 Annual Meeting, the successors of each director whose term expires at that meeting shall be elected for a term expiring at the 2011 Annual Meeting or at such time as such director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. At the 2011 Annual Meeting, the successors of each director whose term expires at that meeting shall be elected for a term expiring at the 2012 Annual Meeting or at such time as such director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal. At the 2012 Annual Meeting and each subsequent Annual Meeting, the successors of each director whose term expires at that meeting shall be elected for a term expiring at the next Annual Meeting or at such time as such director’s successor is duly elected and qualified, or at the time of such director’s earlier death, resignation, disqualification or removal.

A nominee for director shall be elected to the Board of Directors if the votes cast "for" such nominee’s election exceed the votes cast "against" such nominee’s election; provided, however, that the directors shall be elected by a plurality of the votes cast at any meeting of stockholders in any election of directors with respect to which, as of the tenth (10^th) day prior to the day on which the Corporation first mails the notice of such meeting to stockholders, there are more nominees for election than positions on

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the Board of Directors to be filled by election at the meeting. If no nominees for director are elected at an annual meeting, a special meeting of stockholders shall be called for an election of directors in the manner provided in the Bylaws.

Notwithstanding any other provision of these Articles of Incorporation or of the Bylaws, any director or directors, including the entire Board of Directors, may be removed at any time, but only with cause and by the affirmative vote of at least two-thirds of the issued and outstanding stock of the Corporation that is entitled to vote for the election of directors, and no qualification for the office of director that may be provided for in the Articles of Incorporation or the Bylaws shall apply to any director in office at the time such qualification was adopted or to any successor appointed by the remaining directors to fill the unexpired portion of the term of such director.  

ARTICLE IX

DIRECTOR LIABILITY

Liability of the Corporation’s directors to the Corporation and its stockholders shall be limited to the fullest extent permitted by Utah law for monetary damages for any action taken or any failure to take any action as a director. Any repeal or modification of this paragraph by the stockholders shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation for acts or omissions occurring prior to the effective date of such repeal or modification.

ARTICLE X

AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provisions contained in the Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Nevertheless, and in addition to any other provision of these Articles of Incorporation, the Bylaws, or statutes, the affirmative vote of eighty percent of the issued and outstanding capital 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 VIII, Article IX, this Article X or Article XII or for any amendment to these Articles of Incorporation or to the Bylaws (unless such amend­ment to the Bylaws is approved by the 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 XI

STOCKHOLDER LIABILITY

The private property of the stockholders shall not be liable for any obligations or debts of the Corporation.  

ARTICLE XII

BUSINESS COMBINATION

1.  The affirmative vote of the holders of not less than eighty percent of the outstanding shares of capital stock of the Corporation entitled to vote shall be required for the approval or authorization of any

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"Business Combination" (as hereinafter defined) involving a "Related Person" (as hereinafter defined); provided, however, that the eighty percent 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 percent 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 XII:

(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

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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 XII 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 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, c orporation, 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 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 XII 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 cla ss 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,

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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 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 cas h, 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 XII 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 XII 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 Articles of Incorporation or the Bylaws of the Corporation, the affirmative vote of the holders of not less than eighty percent of the outstanding shares of capital stock shall be required to amend, alter, change or repeal, or adopt any provisions inconsistent with, this Article XII.  

The foregoing Amended and Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Restated Articles of Incorporation as previously amended and supersede the Restated Articles of Incorporation as amended.  

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Dated this ______ day of May, 2010.  

QUESTAR CORPORATION

By:

_________________________________

KEITH O. RATTIE

President and Chief Executive Officer

By:

_________________________________

ABIGAIL L. JONES

Corporate Secretary

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EX-10

Exhibit 10.4

QUESTAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
(As Amended and Restated Effective May 18, 2010, Subject to Approval of the Stockholders)

Section 1.

Purpose

The Questar Corporation Long-Term Stock Incentive Plan (the “Plan”) is designed to encourage directors, officers and employees of and consultants to Questar Corporation and its affiliated companies (the “Company”) to acquire a proprietary interest in the Company, to generate an increased incentive to contribute to the Company’s future growth and success, and to enhance the Company’s ability to attract and retain talented individuals to serve the Company.  Accordingly, the Company, during the term of this Plan, may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance shares, and other awards valued in whole or in part by reference to the Company’s stock.  Any awards granted to a nonemployee director shall be solely to compensate such person for service to the Company as a nonemployee director.  

Section 2.

Definitions

“Affiliate” shall mean any business entity to the extent that the Company would be deemed an “eligible issuer of service recipient stock” to the service providers of such entity, as determined pursuant to Treasury Regulation Section 1.409A-1(b)(5)(iii)(E).

“Award” shall mean a grant or award under Section 7 through 11, inclusive, of the Plan, as evidenced in a written or electronic document delivered to a Participant as provided in Section 13(b).

“Award Agreement” shall mean a written or electronic agreement between a Participant and the Company that sets forth the terms of the Award.

“Board” shall mean the Board of Directors of the Company.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Committee” shall mean the Management Performance Committee of the Board of Directors.

“Common Stock” or “Stock” shall mean the Common Stock, no par value, of the Company.

“Company” shall mean Questar Corporation.

“Covered Participant” shall mean a Participant who is a covered employee as defined in Section 162(m)(3) of the Code and the regulations promulgated pursuant to it or who the Committee believes will be such a covered employee for all or any portion of a Performance Period.

“Designated Beneficiary” shall mean the beneficiary designated by the Participant, in a manner determined by the Committee, to receive amounts due the Participant in the event of the Participant’s death.  In the absence of an effective designation by the Participant, Designated

Beneficiary shall mean the Participant’s beneficiary designated under the Questar Corporation Employee Investment Plan, if any, or, if none, the Participant’s beneficiary under the Company’s Basic Life Insurance Plan, if any, or, if none, the Participant’s estate.

“Disability” shall mean permanent and total disability within the meaning of Section 105(d)(4) of the Code.

“Employee” shall mean any officer or employee of the Employer.

“Employer” shall mean the Company and any Affiliate.

“Fair Market Value” shall mean the regular closing benchmark price of the Company’s Common Stock reported on the New York Stock Exchange on the date in question, or, if the Common  Stock shall not have been traded on such date, the closing price on the next preceding day on which a sale occurred.

“Family Member” shall mean the Participant’s spouse, children, grandchildren, parents, siblings, nieces and nephews.

“Fiscal Year” shall mean the fiscal year of the Company.

“Incentive Stock Option” shall mean a stock option granted under Section 7 that is intended to meet the requirements of Section 422 of the Code.

“Nonemployee Director” shall mean a member of the Board who is not an Employee and who satisfies the requirements of Rule 16b-3(b)(3) promulgated under the Securities and Exchange Act of 1934 or any successor provision.

“Nonqualified Stock Option” shall mean a stock option granted under Section 7 that is not an Incentive Stock Option.

“Option” shall mean an Incentive Stock Option or a Nonqualified Stock Option.

“Participant” shall mean an Employee, Nonemployee Director, or consultant to whom an Award is granted under this Plan.

“Payment Value” shall mean the dollar amount assigned to a Performance Share which shall be equal to the Fair Market Value of the Common Stock on the day of the Committee’s determination under Section 9(c) with respect to the applicable Performance Period.

“Performance Goals” shall mean the objectives established by the Committee for a Performance Period pursuant to Section 12, for the purpose of determining the extent to which Performance Shares that have been contingently awarded for such Period are earned.

“Performance Period” or “Period” shall mean the period of years selected by the Committee during which the performance is measured for the purpose of determining the extent to which an Award of Performance Shares has been earned.

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“Performance Share” shall mean an Award granted pursuant to Section 9 of the Plan expressed as a share of Common Stock.

“Restricted Period” shall mean the period of years selected by the Committee during which a grant of Restricted Stock or Restricted Stock Units may be forfeited to the Company.

“Restricted Stock” shall mean shares of Common Stock granted to a Participant under Section 10 of the Plan.

“Restricted Stock Unit” shall mean a notional interest equal in value to one share of Common Stock, awarded under Section 10 of the Plan.

“Right” shall mean a Stock Appreciation Right granted under Section 8.

“Stock Unit Award” shall mean an Award of Common Stock or units granted under Section 11.

“Termination of Service” shall mean the date on which a Participant shall cease to serve as an Employee, Nonemployee Director, or consultant for any reason.

Section 3.

Administration

The Plan shall be administered by the Committee, unless such administration is delegated in whole or in part in accordance with the provisions below or unless otherwise determined by the Board. All references in the Plan to the Committee shall include such designee or other individual or administrative body (including the full Board or any other committee or subcommittee thereof) that has responsibility, in whole or in part, for the administration of the Plan. The Committee shall have sole and complete authority to adopt, alter and repeal administrative rules, guidelines and practices governing the operation of the Plan, and to interpret the terms and provisions of the Plan.  The Committee’s decisions shall be binding upon all persons, including the Company, stockholders, an Employer, Employees, Nonemployee Director, Participants, Designated Beneficiaries, and Family Members.  The Committee ma y correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency.  No member of the Committee shall be liable for any action or determination made in good faith.

The Committee or the Board may, from time to time, delegate to specified officers of the Company the power and authority to grant Awards under the Plan to specified groups of Employees or consultants, subject to such restrictions and conditions as the Committee or the Board, in their sole discretion, may impose.  The delegation shall be as broad or as narrow and extend for such period as the Committee or the Board shall determine.  Notwithstanding the foregoing, the power and authority to grant Awards to any Employee or consultant or Non-Employee Director who is covered by Section 16(b) of the Exchange Act shall not be delegated by the Committee or the Board.  In addition, all actions to be taken by the Committee under this Plan, insofar as such actions affect compliance with Section 162(m) of the Code, shall be limited to those members of the Board who are Nonemployee Directors and who are ou tside directors under Section 162(m).

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Section 4.

Eligibility

Awards may only be granted to directors, officers and employees of or consultants to the Company or any Affiliate who have the capacity to contribute to the success of the Company.  When selecting Participants and making Awards, the Committee may consider such factors as the Participant’s functions and responsibilities and the Participant’s past, present and future contributions to the Company’s profitability and growth.

Nothing contained in the Plan or in any individual agreement pursuant to the terms of the Plan shall confer upon any Participant any right to continue in the employment or service of the Company or to limit in any respect the right of the Company to terminate the Participant’s employment or service at any time and for any reason.

Section 5.

Maximum Amount Available for Awards and Maximum Award

As of December 31, 2009, there were 8,253,083 shares of Common Stock available for issuance under the Plan, subject to adjustment for additional issuances and forfeitures, as described below.  Upon approval of this amendment and restatement of the Plan by the stockholders of the Company, the total number of shares of Common Stock then available for issuance under the Plan shall be increased by 2,300,000 shares and the number of shares available for issuance under the Plan shall be reduced by 2 shares (the “Applicable Multiple”) for every one share subject to an award made after such date of (i) Restricted Stock, (ii) Restricted Stock Units, (iii) Performance Shares, or (iv) other Awards which are not subject to payment of an exercise or purchase price.  Shares of Common Stock may be made available from the authorized but unissued shares of the Company or from shares reacquired by the Comp any, including shares purchased in the open market.  

For purposes of determining the number of shares of Common Stock that remain available for issuance under this Plan, the number of shares corresponding to Awards under the Plan that are forfeited or cancelled or otherwise expire for any reason without having been exercised or settled or that is settled through issuance of consideration other than shares (including, without limitation, cash) shall be added back to the Plan and will again be available for the grant of Awards. Shares subject to an Award under the Plan, however, may not again be made available for issuance under the Plan if such shares were: (i) shares that were subject to an Option or a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such Option or Stock Appreciation Right, (ii) shares delivered to or withheld by the Company to pay the exercise price of an Option or the withholding taxes related to any Award, or (iii) Shares repurchased on the open market with the proceeds of an Option exercise.

In the event that the Committee shall determine that any stock dividend, extraordi­nary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below fair market value or other similar corporate event affects the Common Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under this Plan, then the Committee, shall take action.  The Committee shall adjust any or all of the number and kind of shares that thereafter may be awarded or optioned and sold or made the subject of Rights under the Plan, the number and kind of shares subject to outstanding Options and other Awards, and the grant, exercise or conversion price with respect to any of the foregoing

4

and/or, if deemed appropriate, make provision for a cash payment to a Participant or a person who has an outstanding Option or other Award.  

There is a maximum of 1,000,000 shares that can be the subject of Options and Rights granted to any single Participant in any given fiscal year.

All shares reserved for issuance under the Plan may be issued as Incentive Stock Options.  

Section 6.

Termination of Service

In the event of a Participant’s Termination of Service, the Participant’s right to exercise an Option or receive any Award shall be determined by the Committee and provided in the Award Agreement subject to the general requirement that Incentive Stock Options cannot be exercised as an Incentive Stock Option for longer than three months after retirement or 12 months after death or Disability.

Section 7.

Stock Options

a.

Grant.  Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the individuals to whom Options shall be granted, the number of shares to be covered by each Option, the option price therefore and the conditions and limitations, applicable to the exercise of the Option.  The Committee shall have the authority to grant Incentive Stock Options, Nonqualified Stock Options, or both types of Options.

b.

Special Rules, Incentive Stock Options.  In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code and any implementing regulations.  Incentive Stock Options shall not be granted to Participants who are not employees of the Company or its subsidiaries.  The aggregate Fair Market Value (on the date of grant) of Common Stock for which any Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan or any other Plan of the Company or any subsidiary shall not exceed $100,000.  To the extent the Fair Market Value (as of the date of grant) of the shares of Common Stock attributable to Incentive Stock Options first exercisable in any calendar year exceeds $100,000, the Option shall be treated as a Nonqualified Stock Option.

c.

Option Price.  The Committee shall establish the option price at the time each Option is granted, which price shall not be less than 100 percent of the Fair Market Value of the Common Stock on the date of grant.

d.

Exercise.  Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee, in its sole discretion, may specify in the applicable Award or thereafter; provided, however, that in no event may any Option granted hereunder be exercisable after the expiration of ten years from the date of such grant.  The Committee may impose such conditions with respect to the exercise of Options, including without limitation, any conditions relating to the application of federal or state securities laws, as it may deem necessary or advisable.

No shares shall be delivered pursuant to any exercise of an Option until payment in full of the option price is received by the Company.  Such payment may be made in cash, or its equivalent, or by any other method permitted by the Committee in an Award Agreement, including, but not

5

limited to, by exchanging shares of Common Stock owned by the Participant (that are not the subject of any pledge or other security interest), or by a combination of methods, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Common Stock so tendered to the Company, valued as of the date of such tender, is at least equal to such option price.  A Participant may tender shares of Common Stock by actual delivery or by attestation.

e.

The Committee may, in accordance with Section 409A of the Code, provide one or more means to enable Participants and the Company to defer delivery of shares of Common Stock upon exercise of an Option on such terms and conditions as the Committee may determine, including by way of example the manner and timing of making a deferral election, the treatment of dividends paid on shares of Common Stock during the deferral period and the permitted distribution dates on events.

f.

Transferability.  Participants are allowed to transfer vested Nonqualified Stock Options to Family Members of family trusts, provided that such options were granted as of and after February 10, 1998 and provided that such transfers are made and transferred Options are exercised in accordance with procedural rules adopted by the Committee.

Section 8.

Stock Appreciation Rights

a.

The Committee may, with sole and complete authority, grant Rights to Participants.   Rights shall not be exercisable after the expiration of ten years from the date of grant and shall have an exercise price of not less than 100 percent of the Fair Market Value of the Common Stock on the date of grant.  Rights may be issued as freestanding instruments or may be issued with respect to all or a portion of the shares subject to a related Option (the latter being “Tandem Rights”).  

b.

A Right shall entitle the Participant to receive from the Company an amount equal to the excess of the Fair Market Value of a share of Common Stock on the exercise of the Right over the exercise price thereof.  The Committee shall determine whether such Right shall be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock.

Tandem Rights shall be exercisable only at the time and to the extent that the related Option is exercisable (and may be subject to such additional limitations on exercisability as the Award Agreement may provide) and in no event after the complete termination or full exercise of the related Option.  Upon the exercise or termination of the related Option, the Tandem Rights with respect thereto shall be canceled automatically to the extent of the number of shares with respect to which the related Option was so exercised or terminated.  Upon the exercise of a Tandem Right, the related Option with respect thereto shall be canceled automatically to the extent of the number of shares with respect to which the Tandem Right was so exercised.

Section 9.

Performance Shares

a.

The Committee shall have sole and complete authority to determine the Participants who shall receive Performance Shares and the number of such shares for each Performance Period and to determine the duration of each Performance Period.  There may be more than one Performance Period in existence at any one time, and the duration of Performance Periods may differ from each other.

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b.

Once the Committee decides to use Performance Shares, it shall establish Performance Goals for each Period on the basis of criteria selected by it.  Any Performance Goals for Covered Participants shall be set and measured under the provisions of Section 12.

c.

As soon as practicable after the end of a Performance Period, the Committee shall determine the number of Performance Shares that have been earned on the basis of performance in relation to the established Performance Goals.  Payment Values of earned Performance Shares shall be distributed to the Participant in accordance with the Award Agreement covering such Performance Shares, which document shall contain payment terms that comply with Section 409A of the Code. The Committee shall determine whether Payment Values are to be distributed in the form of cash and/or shares of Common Stock.  Any Payment Values payable for Covered Participants shall be determined under the provisions of Section 12.  

Section 10.

Restricted Stock and Restricted Stock Units

a.

Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom shares of Restricted Stock and Restricted Stock Units shall be granted, the number of shares of Restricted Stock and the number of Restricted Stock Units to be granted to each Participant, the duration of the Restricted Period during which and the conditions under which the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards.

b.

Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided, during the Restricted Period.  At the expiration of the Restricted Period, such restrictions shall lapse and/or the Company shall deliver shares of Common Stock to the Participant or the Participant’s legal representative or otherwise make payment under the Award.  Payment for Restricted Stock Units shall be made by the Company in cash and/or shares of Common Stock, as determined at the sole discretion of the Committee.

Section 11.

Other Stock Based Awards

a.

In addition to granting Options, Rights, Performance Shares, Restricted Stock, and Restricted Stock Units, the Committee shall have authority to grant Stock Unit Awards to Participants that can be in the form of Common Stock or units, the value of which is based, in whole or in part, on the value of Common Stock.  Subject to the provisions of the Plan, Stock Unit Awards shall be subject to such terms, restrictions, conditions, vesting requirements and Code Section 409A compliant payment rules as the Committee may determine in its sole and complete discretion at the time of grant.

b.

Any shares of Common Stock that are part of a Stock Unit Award may not be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued or, if later, the date provided by the Committee at the time of grant of the Stock Unit Award.

Stock Unit Awards shall specify whether the Participant is required to pay cash in conjunction with such Award.

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Stock Unit Awards may relate in whole or in part to certain performance criteria established by the Committee at the time of grant.  Stock Unit Awards may provide for deferred payment schedules in accordance with Section 409A of the Code and/or vesting over a specified period of employment.  In such circumstances as the Committee may deem advisable, the Committee may waive or otherwise remove, in whole or in part, any restriction or limitation to which a Stock Unit Award was made subject at the time of grant.

c.

In the sole and complete discretion of the Committee, an Award , whether made as a Stock Unit Award under this Section 11 or as an Award granted pursuant to Sections 9 or 10, may provide the Participant with dividends or dividend equivalents (payable on a current or deferred basis) and cash payments in lieu of or in addition to an Award; provided, however, that all such dividends or dividend equivalents or cash payments shall comply with Section 409A of the Code and provided further that no such dividend or dividend equivalent or cash payments shall be payable with respect to any Performance Shares until the Performance Shares have vested or been earned.

Section 12.

Special Provisions, Covered Participants

Awards subject to Performance Goals for Covered Participants under this Plan shall be governed by the conditions of this Section in addition to other applicable provisions of the Plan.

All Performance Goals relating to Covered Participants for a relevant Performance Period shall be established by the Committee by such date as is permitted under Section 162(m) of the Code.  Performance Goals may include alternate and multiple goals and may be based on one or more business and or financial criteria.  In establishing the Performance Goals for the Performance Period, the Committee may include one or any combination of the following criteria in either absolute or relative terms, for the Company or any business unit within it:  (a) total shareholder return; (b) return on assets, return on equity or return on capital employed; (c) measures of profitability such as earnings per share, corporate or business unit net income, net income before extraordinary or one-time items, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization; (d) cash flow from operations; (e) gross or net revenues or gross or net margins; (f) levels of operating expense or other expense items reported on the income statement; (g) measures of customer satisfaction and customer service; (h) safety; (i) annual or multi-year average reserve growth, production growth or production replacement; (j) efficiency or productivity measures such as annual or multi-year average finding costs, absolute or per unit operating and maintenance costs, lease operating expenses, inside-lease operating expenses, operating and maintenance expense per decatherm or customer or fuel gas reimbursement percentage; (k) satisfactory completion of a major project or organizational initiative with specific criteria set in advance by the Committee defining "satisfactory"; (l) debt ratios or other measures of credit quality or liquidity; and (m) strategic asset sales or acquisitions in compliance with specific criteria set in advance by the Committee.

Performance Goals must be objective and must satisfy third party objectivity standards under Section 162(m) of the Code and regulations promulgated pursuant to it.  Notwithstanding the foregoing, at the time such Performance Goals are established, the Committee may determine that the Performance Goals shall be adjusted to account for any unusual items or specified events or occurrences during the Performance Period.  In addition, unless otherwise provided by the Committee at the time the time the Performance Goals are established, Performance Goals shall be adjusted to exclude the effect of any of the following events that occur during the Performance

8

Period:  (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) material changes to invested capital from pension and post-retirement benefits-related items and similar non-operational items, and (vi) any extraordinary, unusual, non-recurring or non-comparable items (A) as described in Accounting Principles Board Opinion No. 30, (B) as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s Annual Report to stockholders for the applicable year, or (C) as publicly announced by the Company in a press release or conference call relating to the Company’s results of operations or financial condition for a c ompleted quarterly or annual fiscal period.  The Award and payment of any Award under this Plan to a Covered Participant with respect to a relevant Performance Period shall be contingent upon the attainment of the Performance Goals that are specified in advance by the Committee.  The Committee shall certify in writing prior to approval of any such Award that such applicable Performance Goals relating to the Award are satisfied.  (Approved minutes of the Committee may be used for this purpose.)

The maximum Award that may be paid to any Covered Participant under the Plan pursuant to Sections 9, 11 and 12 for any Performance Period beginning in any one Fiscal Year shall be $5 million, if paid in cash, or 100,000 shares of Stock, if paid in Stock.

Section 13.

General Provisions

a.

Withholding.  The Employer shall have the right to deduct from all amounts paid to a Participant in cash any taxes required by law to be withheld in respect of Awards under this Plan.  In the case of payments of Awards in the form of Common Stock, the committee shall require the Participant to pay to the Employer the amount of any taxes required to be withheld with respect to such Common Stock, or, in lieu thereof, the Employer shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Common Stock whose Fair Market Value equals the amount required to be withheld.

b.

Awards.  Each Award shall be evidenced in a written or electronic document delivered to the Participant that shall specify the terms and conditions and any rules applicable to such Award.

c.

Nontransferability.  Except as provided in Section 7(f), no Award shall be assignable or transferable, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant, except by will or the laws of descent and distribution.

d.

No Rights as Stockholder.  Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed under the Plan until becoming the holder of such shares.  Notwithstanding the foregoing, in connection with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what extent the Participant shall not be entitled to the rights of a stockholder in respect of such Restricted Stock.

e.

Construction of the Plan.  The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of Utah.

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f.

Effective Date.  This amendment and restatement shall be effective as of May 18, 2010, subject to approval by the stockholders of the Company, and shall (i) replace the amended and restated Plan document that was effective on August 7, 2007, and (ii) incorporate any amendments subsequent thereto.  

g.

Duration of Plan.  The Plan, as amended and restated, shall terminate on May 17, 2020, unless the term is extended with approval of the Company’s shareholders.

h.

Amendment of Plan.  The Board of Directors may amend, suspend or terminate the Plan or any portion thereof at any time, provided that no amendment shall be made without stockholder approval if such approval is necessary to comply with any tax or legal requirement.

i.

Amendment of Award.  The Committee may amend, modify or terminate any outstanding Award with the Participant’s consent at any time prior to payment or exercise in any manner not inconsistent with the terms of the Plan, including without limitation, to change the date or dates as of which an Option or Right becomes exercisable; a Performance Share is deemed earned; Restricted Stock becomes nonforfeitable; or to cancel and reissue an Award under such different terms and conditions as it determines appropriate.

j.

Repricing.  Except for adjustments pursuant to Section 5, the per share price for any outstanding Option or Right granted under terms of the Plan may not be decreased after the dates on which such Option or Right was granted.  Participants do not have the ability to surrender an outstanding Option or Right as consideration for the grant of a new Option or Right with a lower price, cash or other Awards, unless such repricing or exchanges are permitted with prior shareholder approval.

k.

409A.  It is the intention of the Company that Awards under this Plan not be subject to the additional tax imposed pursuant to Section 409A of the Code, and the provisions of this Plan and of Awards issued hereunder shall be construed and administered in accordance with such intent. To the extent Awards issued after the effective date of this restatement could become subject to Code Section 409A, the Company may, without Participant consent and in such manner as it deems appropriate or desirable, amend or modify any Award or delay the payment under any such Award to the minimum extent necessary to meet the requirements of Code Section 409A.

Section 14.

Change of Control

In the event of a Change of Control of the Company, all Options, Restricted Stock, and other Awards granted under the Plan shall vest immediately.

A Change in Control of the Company shall be deemed to have occurred if (i) any individual, entity, or group(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act’)) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the beneficial owner (as such term is used in Rule 13d-3 under the Exchange Act) of securities of the Company representing 25 percent or more of the combined voting power of the Company; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving:  individuals who, as of January 1, 2010, constitute the Company’s Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the

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Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on January 1, 2010, or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60 percent of the combined voting power of the securities of the Company or such surviving ent ity or its parent outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company’s then outstanding securities; or (iv) the Company’s stockholders approve a plan of complete liquidation or dissolution of the Company or there is consummated  the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60 percent of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.  

Executed on the date set forth below to be effective for all purposes as set forth herein.

QUESTAR CORPORATION

Plan Sponsor

__________________________________

By:

Keith O. Rattie

Chairman, President & CEO

Date:______________________________

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EX-10

Exhibit 10.5

FIRST AMENDMENT TO

QUESTAR CORPORATION

LONG-TERM STOCK INCENTIVE PLAN

THIS FIRST AMENDMENT TO QUESTAR CORPORATION LONG-TERM STOCK INCENTIVE PLAN (this “First Amendment”), made as of June 12, 2010, is made and adopted by Questar Corporation, a Utah corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

WHEREAS, the Company maintains the Questar Corporation Long-Term Stock Incentive Plan, as amended and restated effective May 18, 2010 (the “Plan”);

WHEREAS, pursuant to Section 13(h) of the Plan, the Plan may be amended from time to time by the Company’s Board of Directors; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE BE IT RESOLVED, that the Plan be amended as follows:

1.

The following definitions are hereby added in alphabetical order to Section 2 of the Plan:

“‘Conversion Award’ shall have the meaning specified in Section 15 hereof.”

“‘QEP’ shall mean QEP Resources, Inc., a Delaware corporation.”

“‘Service’ shall include any Participant’s service as an employee, nonemployee director, or consultant of an Employer and, with respect to the Conversion Awards, ‘Service’ shall also include any Participant’s service as an employee, nonemployee director, or consultant of QEP or any business entity to the extent that QEP would be deemed an ‘eligible issuer of service recipient stock’ to the service providers of such entity, as determined pursuant to Treasury Regulation Section 1.409A-1(b)(5)(iii)(E).”

2.

The definition of “Termination of Service” in Section 2 of the Plan is hereby amended and restated as follows:

“‘Termination of Service’ shall mean the date on which a Participant’s Service shall cease for any reason.”

3.

The first sentence of the second paragraph of Section 5 is hereby amended and restated as follows:

“For purposes of determining the number of shares of Common Stock that remain available for issuance under this Plan, the number of shares corresponding to Awards (including Conversion Awards) under the Plan that are forfeited or cancelled or otherwise expire for any reason without having been exercised or settled or that is settled through issuance of consideration other than shares (including, without limitation, cash) shall be added back to the Plan and will again be available for the grant of Awards.”

4.

The following sentence is hereby added to the end of Section 14 of the Plan:

“For the avoidance of doubt, the consummation of the spin-off of QEP by the Company pursuant to the transactions contemplated by the Separation Agreement (as defined in Section 15) shall not be deemed to be a Change of Control of the Company under this Section 14.”

5.

The following new Section 15 is hereby immediately following Section 14 of the Plan:

“Section 15.

Conversion Awards

(a)

As a result of the spin-off transaction contemplated by that certain Separation and Distribution Agreement, by and between the Company and QEP, dated as of June 14, 2010 (the ‘Separation Agreement’), (i) certain Awards may be adjusted under the Plan in connection with the equitable adjustment set forth therein, and (ii) shares of Restricted Stock may be granted under the Plan as a result of the conversion of certain outstanding cash awards under the Questar Corporation Long-Term Cash Incentive Plan (the ‘Questar LTCIP’) (collectively, the ‘Conversion Awards’). Notwithstanding any other provision of the Plan to the contrary and subject to the terms of that certain Employee Matters Agreement, by and between the Company and QEP, dated as of June 14, 2010, (i) the number of shares to be subject to each Conversion Award shall be determined by the Committee, and (ii) the other terms and co nditions of each Conversion Award, including option exercise price, shall be determined by the Committee, provided that such determinations are made prior to the ‘Distribution’ (as defined in the Separation Agreement).  

(b)

With respect to any Conversion Award (other than a Conversion Award consisting of Restricted Stock issued in exchange for a cash award under the Questar LTCIP) held by an employee, consultant, or non-employee director in the employ or service of QEP (a ‘QEP Holder’), the Committee shall, upon written notification from QEP, provide that any such Conversion Award shall vest upon the terms and conditions set forth in such notification, to the extent permitted by the Plan.  

(c)

If a Change in Control of QEP (as defined below) occurs and a QEP Holder incurs a Qualifying Termination of Employment (as defined below) from QEP within 2 years following the date of such Change in Control of QEP, all Conversion Awards (other than a Conversion Award consisting of Restricted Stock issued in exchange for a cash award under the Questar LTCIP) held by a QEP Holder shall vest immediately.  For the purposes of this Section 15(c):

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(i)

A ‘Change in Control of QEP’ shall be deemed to have occurred upon a ‘Change in Control of the Company’ as such term is defined in the QEP Resources, Inc. 2010 Long-Term Stock Incentive Plan, as may be amended from time to time.

(ii)

A ‘Qualifying Termination’ shall be deemed to have occurred if a QEP Holder’s employment with QEP is terminated by QEP without ‘Cause’ or by the QEP Holder for ‘Good Reason’ (as such terms are defined in the QEP Resources, Inc. Executive Severance Compensation Plan, as may be amended from time to time, whether or not such QEP Holder is a participant in such plan.

(d)

QEP shall be an intended third party beneficiary of, and shall have standing to enforce the terms of, this Section 15 as if it were a party hereto.”

6.

This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.

7.

All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.

[Signature Page Follows]

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I hereby certify that the foregoing First Amendment to the Questar Corporation Long-Term Stock Incentive Plan was duly adopted by the Board of Directors of Questar Corporation as of June 12, 2010.

Executed on this _____ day of _________, 2010.

By: __________________________________

Keith O. Rattie

Chairman, President and Chief Executive Officer

EX-10

Exhibit 10.7

FIRST AMENDMENT TO

QUESTAR CORPORATION

DEFERRED COMPENSATION PLAN FOR DIRECTORS

THIS FIRST AMENDMENT TO QUESTAR CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS (this “First Amendment”), made as of June 12, 2010, is made and adopted by Questar Corporation, a Utah corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

WHEREAS, the Company maintains the Questar Corporation Deferred Compensation Plan for Directors, as amended and restated effective January 1, 2005 (the “Plan”);

WHEREAS, pursuant to Article 10 of the Plan, the Plan may be amended from time to time by the Company’s Board of Directors; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE BE IT RESOLVED, that the Plan be amended as follows:

1.

The following new Section 5.4 shall be added to the Plan:

“5.4

Adjustments Relating to Spin-Off of QEP Resources, Inc.  Notwithstanding any other provision herein, the following additional provisions shall apply to any portion of a Participant’s Equity Compensation Sub-Account that holds shares of Phantom Stock or Cash Compensation Sub-Account that is deemed to be invested in the Common Stock Option, in each case, immediately prior to the ‘Distribution Date’ (as such term is defined in that certain Separation and Distribution Agreement, by and between the Company and QEP Resources, Inc. (‘QEP’), dated as of June 14, 2010) (the ‘Separation Agreement’)):

(a)

QEP Phantom Stock.  Any portion of a Participant’s Equity Compensation Sub-Account held in the form of Phantom Stock will be converted, as of the Distribution Date, into Phantom Stock and ‘QEP Phantom Stock’ (defined as an economic unit equal in value to one share of common stock of QEP), and reallocated as follows:

(i)

The number of shares of Phantom Stock and QEP Phantom Stock shall be equal to the number of shares of Common Stock and QEP common stock, respectively, to which the Participant would have been entitled on the Distribution Date had the shares of Phantom Stock represented restricted shares of Common Stock as of the Record Date, the resulting number of shares of QEP Phantom Stock being rounded down to the nearest whole unit.

(ii)

The resulting number of shares of QEP Phantom Stock shall be granted to the Participant in accordance with the same vesting schedule as in effect for the corresponding shares of Phantom Stock under the QEP Resources, Inc. 2010 Long-Term Stock

Incentive Plan, as evidenced in the form of a phantom stock agreement between QEP and the Participant.  The Participant’s Equity Compensation Sub-Account shall hold the shares of QEP Phantom Stock and shall be credited with earnings and dividends as set forth in the applicable phantom stock agreement between QEP and the Participant.  In the event the Participant forfeits shares of QEP Phantom Stock in accordance with the terms of the applicable phantom stock agreement, the Participant’s Equity Compensation Sub-Account shall be debited for the number of shares of QEP Phantom Stock forfeited along with any earnings and dividends related to such shares.  Following the Distribution Date, each Participant shall reallocate all vested amounts of QEP Phantom Stock into an Equity Compensation Sub-Account which shall be accounted for as if such amounts were invested in shares of Common Stock purchased at Fair Market Value on the date of such reallocation, with all such deemed shares of Common Stock credited with dividends at the same time and at the same rate as actual dividends are paid by the Company with respect to its Common Stock (the ‘Company Common Stock Fund’); provided that any vested amounts of QEP Phantom Stock which have not been reallocated to the Company Common Stock Fund as of December 31, 2011 shall automatically be reallocated into the Company Common Stock Fund as of such date.

(iii)

The resulting number of shares of Phantom Stock shall remain subject to the same terms and conditions of the applicable Phantom Stock Agreement then in effect prior to the adjustment described in this Section.

(b)

QEP Common Stock Fund.  Any portion of a Participant’s Cash Compensation Sub-Account that is deemed to be invested in the Common Stock Option will be converted, as of the Distribution Date, into phantom shares of Common Stock and phantom shares of QEP common stock and reallocated as follows:

(ii)

The number of phantom shares of Common Stock and QEP common stock shall be equal to the number of shares of Common Stock and QEP common stock to which the Participant would have been entitled on the Distribution Date had the phantom shares of Common Stock held in the Common Stock Option represented actual shares of Common Stock as of the Record Date, the resulting number of phantom shares of QEP common stock being rounded down to the nearest whole unit.

(iii)

The resulting number of phantom shares of QEP common stock pursuant to paragraph (i) above shall automatically be transferred from the Common Stock Option and credited to the ‘QEP Common Stock Fund’ (defined as an investment alternative that accounts for funds as if invested in shares of QEP common stock with the applicable portion of the Cash Compensation Sub-Account credited with dividends at the same time and at the same rate as actual dividends are paid by QEP with respect to QEP common stock; provided, that dividends hereunder shall be deemed reinvested in additional shares of QEP common stock purchased at fair market value as and when the dividends are credited).  Following the Distribution Date, each Participant shall reallocate all amounts deemed invested in the QEP Common Stock Fund into either the Common Stock Option or the Certificates of Deposit Option no later than Decembe r 31, 2011; provided, that any amounts that remain deemed invested in the QEP Common Stock Fund as of December 31, 2011 shall automatically be reallocated into the Common Stock Option as of such date.  In no event shall any deemed investment allocations be permitted into the QEP Common Stock Fund on or after the Distribution Date.

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(iii)

The Common Stock Option shall be adjusted to reflect the resulting number of phantom shares of Common Stock pursuant to paragraph (i) above.

Capitalized terms used in this Section 5.4 that are not defined in the Plan shall have the meaning set forth in that certain Employee Matters Agreement, by and between the Company and QEP, dated as of June 14, 2010).”

2.

This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.

3.

All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.

I hereby certify that the foregoing First Amendment to the Questar Corporation Deferred Compensation Plan for Directors was duly adopted by the Board of Directors of Questar Corporation as of June 12, 2010.

Executed on this _____ day of _________, 2010.

By: __________________________________

Keith O. Rattie

Chairman, President and Chief Executive Officer

3

EX-10

Exhibit 10.14

FIRST AMENDMENT TO

QUESTAR CORPORATION

DEFERRED COMPENSATION WRAP PLAN

THIS FIRST AMENDMENT TO QUESTAR CORPORATION DEFERRED COMPENSATION WRAP PLAN (this “First Amendment”), made as of June 12, 2010,  is made and adopted by Questar Corporation, a Utah corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

WHEREAS, the Company maintains the Questar Corporation Deferred Compensation Wrap Plan, as amended and restated effective October 28, 2008 (the “Plan”);

WHEREAS, pursuant to Article 9 of the Plan, the Plan may be amended from time to time by the Company’s Board of Directors; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE BE IT RESOLVED, that the Plan be amended as follows:

1.

The following new Section 5.4 shall be added to the Questar Corporation Deferred Compensation Program, a component Program of the Plan:

“5.4

Adjustments Relating to Spin-Off of QEP Resources, Inc.  Notwithstanding any other provision herein, the following additional provisions shall apply to any portion of a Participant’s Deferred Compensation Sub-Account that is deemed to be invested in the Common Stock Option immediately prior to the ‘Distribution Date’ (as such term is defined in that certain Separation and Distribution Agreement, by and between the Company and QEP Resources, Inc. (‘QEP’), dated as of June 14, 2010) (the ‘Separation Agreement’)):

(a)

QEP Common Stock Fund.  Any portion of a Participant’s Deferred Compensation Sub-Account that is deemed to be invested in the Common Stock Option will be converted, as of the Distribution Date, into phantom shares of Common Stock and phantom shares of QEP common stock, and reallocated as follows:

(i)

The number of phantom shares of Common Stock and QEP common stock shall be equal to the number of shares of Common Stock and QEP common stock to which the Participant would have been entitled on the Distribution Date had the phantom shares of Common Stock held in the Common Stock Option represented actual shares of Common Stock as of the Record Date, the resulting number of phantom shares of QEP common stock being rounded down to the nearest whole unit.

(ii)

The resulting number of phantom shares of QEP common stock pursuant to paragraph (i) above shall automatically be transferred from the Common Stock

Option and credited to the ‘QEP Common Stock Fund’ (defined as an investment alternative that accounts for funds as if invested in shares of QEP common stock with the applicable sub-account credited on a quarterly basis with an amount equal to the dividends that would have become payable during the deferral period if actual purchases of QEP common stock had been made, with such dividends accounted for as if invested in QEP common stock as of the payable date for such dividends).  Following the Distribution Date, each Participant shall reallocate all amounts deemed invested in the QEP Common Stock Fund into either the Common Stock Option or the Treasury Note Option no later than December 31, 2011; provided, that any amounts that remain deemed invested in the QEP Common Stock Fund as of December 31, 2011 shall automatically be reallocated into the Common Stock Option as of such date.  In no event shal l any deemed investment allocations be permitted into the QEP Common Stock Fund on or after the Distribution Date.

(iii)

The Common Stock Option shall be adjusted to reflect the resulting number of phantom shares of Common Stock pursuant to paragraph (i) above.

Capitalized terms used in this Section 5.4 that are not defined in this Deferred Compensation Program or the Plan shall have the meaning set forth in that certain Employee Matters Agreement, by and between Questar Corporation and the Company, dated as of June 14, 2010).”

2.

The following new Section 5.4 shall be added to the Questar Corporation 401(k) Supplemental Program, a component Program of the Plan:

“5.4

Adjustments Relating to Spin-Off of QEP Resources, Inc.  Notwithstanding any other provision herein, the following additional provisions shall apply to any portion of a Participant’s Account that is deemed to be invested in Common Stock pursuant to Section 5.3 (the ‘Company Common Stock Fund’) immediately prior to the ‘Distribution Date’ (as such term is defined in that certain Separation and Distribution Agreement, by and between the Company and QEP Resources, Inc. (‘QEP’), dated as of June 14, 2010) (the ‘Separation Agreement’)):

(a)

QEP Common Stock Fund.  Any portion of a Participant’s Account that is held in the Company Common Stock Fund will be converted, as of the Distribution Date, into phantom shares of Common Stock and phantom shares of QEP common stock and reallocated as follows:

(i)

The number of phantom shares of Common Stock and QEP common stock shall be equal to the number of shares of Common Stock and QEP common stock to which the Participant would have been entitled on the Distribution Date had the phantom shares of Common Stock held in the Company Common Stock Fund represented actual shares of Common Stock as of the Record Date, the resulting number of phantom shares of QEP common stock being rounded down to the nearest whole unit.

(ii)

The resulting number of phantom shares of QEP common stock pursuant to paragraph (i) above shall automatically be transferred from the Company Common Stock Fund and credited to the ‘QEP Common Stock Fund’ (defined as an investment alternative that accounts for funds as if invested in shares of QEP common stock with the applicable sub-account credited on a quarterly basis with an amount equal to the dividends that would have

2

become payable during the deferral period if actual purchases of QEP common stock had been made, with such dividends accounted for as if invested in QEP common stock as of the payable date for such dividends).  Following the Distribution Date, each Participant shall reallocate all amounts deemed invested in the QEP Common Stock Fund into the Company Common Stock Fund no later than December 31, 2011; provided, that any amounts that remain deemed invested in the QEP Common Stock Fund as of December 31, 2011 shall automatically be reallocated into the Company Common Stock Fund as of such date.  In no event shall any deemed investment allocations be permitted into the QEP Common Stock Fund on or after the Distribution Date.

(iii)

The Company Common Stock Fund shall be adjusted to reflect the resulting number of phantom shares of Common Stock pursuant to paragraph (i) above.

Capitalized terms used in this Section 5.4 that are not defined in this 401(k) Supplemental Program or the Plan shall have the meaning set forth in that certain Employee Matters Agreement, by and between the Company and QEP, dated as of June 14, 2010).”

3.

This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.

4.

All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.

I hereby certify that the foregoing First Amendment to the Questar Corporation Deferred Compensation Wrap Plan was duly adopted by the Board of Directors of Questar Corporation as of June 12, 2010.

Executed on this _____ day of _________, 2010.

By: __________________________________

Keith O. Rattie

Chairman, President and Chief Executive Officer

3

EX-10

Exhibit 10.24

QUESTAR CORPORATION

ANNUAL MANAGEMENT INCENTIVE PLAN II

(as amended and restated effective January 1, 2010)

Section 1.  Purpose.  

The Questar Corporation Annual Management Incentive Plan II (the “Plan”) is designed to provide an incentive to the highest paid officers and key employees of Questar Corporation (the “Company”) and its affiliates to focus their best efforts to pursue and attain major organizational goals.  The intent of the Plan is to place a significant portion of the eligible employee’s annual compensation at risk by tying it to specific measurable goals that drive long-term shareholder value.

Section 2.  Definitions.

“Board” means the Board of Directors of the Company or a successor to it.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” means the Management Performance Committee, or its successor committee, which is comprised wholly of independent, outside directors and which must include at least two such directors.

“Covered Employee” means any of the highest paid officers and key employees of the Company and its affiliates who are selected to participate in the Plan for a Performance Period in accordance with Section 4 below.

“Designated Beneficiary” means the beneficiary designated by the Covered Employee, in a manner determined by the Committee, to receive amounts due the Covered Employee.  In the absence of an effective designation by the Covered Employee, Designated Beneficiary shall mean the Covered Employee’s beneficiary(ies) designated by the Covered Employee (or deemed by law to be designated) under Questar Corporation’s Employee Investment Plan, or if no such designation exists, the Covered Employee’s estate.

“Disability” means a condition that renders a Covered Employee unable to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

“Employer” means the Company and any affiliate that is the direct employer of a Covered Employee.

“Fiscal Year” means the fiscal year of the Company.

“Performance Goals” means the specific, measurable goals set by the Committee in writing for any given Performance Period.  Performance Goals may include multiple goals and may be based on one or more operational or financial criteria.  Such goals shall be set by the Committee by such date as is required under Section 162(m) of the Code.  In setting the Performance Goals for the Performance Period, the Committee may include one or any combination of the following criteria in either absolute or relative terms, for the Company or any business unit within it:  (a) total shareholder return; (b) return on assets, return on equity or return on capital employed; (c) measures of profitability such as earnings per share, corporate or business unit net income, net income before extraordinary or one-time items, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization; (d) cash flow from operations; (e) gross or net revenues or gross or net margins; (f) levels of operating expense or other expense items reported on the income statement; (g) measures of customer satisfaction and customer service; (h) safety; (i) annual or multi-year average reserve growth, production growth or production replacement; (j) efficiency or productivity measures such as annual or multi-year average finding costs, absolute or per unit operating and maintenance costs, lease operating expenses, inside-lease operating expenses, operating and maintenance expense per decatherm or customer or fuel gas reimbursement percentage; (k) satisfactory completion of a major project or organizational initiative with specific criteria set in advance by the Committee defining "satisfactory"; (l) debt ratios or other measures of credit quality or liquidity; and (m) strategic asset sales or acquisitions in compliance with specific criteria set in advance by the Committ ee.  

“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Covered Employee’s right to, and the payment of, a cash award granted under the terms of the Plan.

“Target Bonus” means the dollar amount specified for each Covered Employee within the first 90 days of each Performance Period, but in no event after 25 percent of the Performance Period has lapsed.

“Termination of Employment” means the date on which a Covered Employee shall cease to serve as an employee for any reason.

Section 3.  Administration.  

The Plan shall be administered by the Committee in conjunction with its administration of the Annual Management Incentive Plan.  The Committee shall have sole and complete authority to adopt, alter, and repeal such administrative rules, guidelines and practices for the operation of the Plan and to interpret the terms and provisions of the Plan.  The Committee also shall have sole and complete authority to determine the extent to which Performance Goals have been achieved.  The Committee’s decisions shall be final and binding upon all parties, including the Company, stockholders, Covered Employees and Designated Beneficiaries.

Section 4.  Eligibility.  

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Within 90 days of the beginning of a Performance Period, but in no event after 25 percent of the Performance Period has lapsed, the Committee shall designate in writing those highest paid officers and key employees of the Company and its affiliates who shall be Covered Employees under the Plan for such Performance Period.  Only such Covered Employees are eligible to receive payments under this Plan.  

Section 5.  Determination of Awards.

Within 90 days after the beginning of a Performance Period, but in no event after 25 percent of the Performance Period has lapsed, the Committee shall establish in writing (i) the Performance Goals and the underlying performance criteria applicable to the Performance Period, and (ii) a Target Bonus for each Covered Employee and a maximum payout for cash awards granted under the terms of this Plan for such Performance Period for attainment of the specified Performance Goals by Covered Employees.  Performance Goals must be objective and must satisfy the third-party objectivity standards under Section 162(m) of the Code and regulations adopted pursuant to it.  Notwithstanding the foregoing, at the time such Performance Goals are established, the Committee may determine that the Performance Goals shall be adjusted to account for any unusual items or specified events or occurrences during the Performance Period.  In addition, unless otherwise provided by the Committee at the time the  Performance Goals are established, the Performance Goals shall be adjusted to exclude the effect of any of the following events that occur during the Performance Period:  (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) material changes to invested capital from pension and post-retirement benefits-related items and similar non-operational items, and (vi) any extraordinary, unusual, non-recurring or non-comparable items (A) as described in Accounting Principles Board Opinion No. 30, (B) as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s Annual Report to stockholders for the applicable year, or (C) as publicly ann ounced by the Company in a press release or conference call relating to the Company’s results of operations or financial condition for a completed quarterly or annual fiscal period.  

As soon as reasonably practicable after the close of the Performance Period, the Committee shall determine cash awards to be paid under the terms of this Plan.  Any payments made under this Plan shall be contingent upon achieving the Performance Goals set in advance for the Performance Period in question.  The Committee shall certify in writing prior to approval of any awards that such Performance Goals have been satisfied.  (Approved minutes may be used for this purpose.)

The maximum cash payment that may be made in any Fiscal Year to any Covered Employee under this Plan is $4 million

The cash payments under this Plan, in aggregate, do not have to equal 100 percent of the maximum payout, but cannot exceed such amount.  The Committee, in its sole discretion, may reduce the cash award otherwise payable to any Covered Employee if it believes that such reduction is in the best interest of the Company and its shareholders, but any reduction cannot

3

result in any increase to one or more other Covered Employees.  The Committee has no discretion to increase the cash award otherwise payable to any Covered Employee.

All payments shall be made in cash and in a single lump sum no later than the 15^th day of the 3^rd month following the end of the calendar year that includes the last day of the relevant Performance Period.  To be eligible to receive an award, the Covered Employee must be actively employed by the Company or an affiliate as of the date of distribution except as provided below in Section 6.

Section 6.  Termination of Employment.

In the event a Covered Employee ceases to be an employee prior to the payment of an award for any Performance Period for any reason other than death, Disability, Retirement, or a Change in Control, he shall not be entitled to any payment for such Performance Period pursuant to the terms of the Plan.  If a Covered Employee terminates employment prior to payment of an award for any Performance Period as a result of death, Disability, or retirement, his award for the Performance Period (if any), as calculated pursuant to Section 5, shall be prorated  based on the length of his service during the Performance Period when compared to the entire period.  For the purpose of this Plan, “Retirement” shall mean any voluntary Termination of Employment on or after age 55 with 10 years of service.  All prorated awards shall be paid to the Covered Employee (or his Designated Beneficiary, in the event of his death) at the time specified in Section 5.

In the event a Covered Employee ceases to be an employee as a result of a Change in Control that occurs prior to the payment of an award for any Performance Period, he shall be entitled to receive a payment equal to his Target Bonus for such Performance Period.  Such payment shall be made to him within 30 days after his Termination of Employment.  Notwithstanding the foregoing, in no event shall a Covered Employee who is a participant in the Company’s Executive Severance Compensation Plan as of the date on which a Change in Control occurs be entitled to such payment.

A “Change in Control” of the Company shall be deemed to have occurred if (i) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the beneficial owner (as such term is used in Rule 13d-3 under the Exchange Act) of securities of the Company representing 25 percent or more of the combined voting power of the Company; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving:  individuals who, as of January 1, 2010, constitute the Company’s Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a cons ent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on January 1, 2010, or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or

4

consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60 percent of the combined voting power of the securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company’s then outstanding securities; or (iv) the Company’s stockholders approve a plan of complete liquidation or dissolution of the Company or there is consumma ted the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60 percent of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.  

Section 7.  Other Provisions.

(a)  Taxes and Withholding.  All cash payments made under the Plan are subject to withholding for federal, state, and other applicable taxes.  The Company shall deduct any taxes required by law to be withheld from all amounts paid to a Covered Employee under this Plan.

(b)  Source of Funds.  All cash payments made under the Plan will be paid from the Company’s general assets and nothing contained in the Plan will require the Company to set aside or hold in trust any funds for the benefit of any Covered Employee or his Designated Beneficiary.

(c)  Coordination with Deferred Compensation Plan.  Covered Employees are entitled to defer the receipt of their cash bonuses under the terms of the Company’s Deferred Compensation Wrap Plan (the successor to the Company’s Deferred Compensation Plan, which was originally effective November 1, 1993).  Any cash bonuses payable under this Plan that are deferred pursuant to the Deferred Compensation Wrap Plan shall be accounted for and distributed according to the terms of such plan and the elections made by Covered Employees thereunder.

(d)  No Assignment.  No right or interest of any Covered Employee 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 Covered Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Covered Employee.  Any assignment, pledge, encumbrance, charge, transfer, or other act in violation of this provision shall be void.

(e)  Amendment of Plan.  The Company’s Board, at any time, may amend, modify, suspend, or terminate the Plan, but such action shall not affect the awards earned and the payment of such awards during any given Performance Period.  No amendment to change the maximum award payable to a Covered Employee, the definition of Covered Employee, or the

5

definition of Performance Goals shall be effective without shareholder approval.  The Company’s Board cannot amend, modify, suspend, or terminate the Plan in any year in which a Change in Control has occurred without the written consent of the affected Covered Employees.

(f)  Successor.  The Company shall require any successor or assignee, whether direct, indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company to assume the obligations under this Plan in the same manner and to the same extent that the Company would be required to perform if no such successor assignment had taken place.

(g)  Choice of Law  This Plan will be governed by and construed in accordance with applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the state of Utah.

(h)  Effective Date of the Plan.  The Plan shall was originally effective with respect to the Fiscal Year beginning January 1, 2005.  This amendment and restatement of the Plan is effective  as of January 1, 2010.  The Plan shall remain in effect until it is suspended or terminated as provided in Section 7(e).

(i)

409A Compliance.  All bonuses payable hereunder are intended to be "short-term deferrals" exempt from the requirements imposed by Section 409A of the Code, and this Plan shall be interpreted accordingly.

Dated this ______ day of ______________, 2010.

QUESTAR CORPORATION

By:_______________________________________

Keith O. Rattie

Chairman, President & CEO

6

EX-10

Exhibit 10.25

FIRST AMENDMENT TO

QUESTAR CORPORATION

ANNUAL MANAGEMENT INCENTIVE PLAN II

THIS FIRST AMENDMENT TO QUESTAR CORPORATION ANNUAL MANAGEMENT INCENTIVE PLAN II (this “First Amendment”), made as of June 12, 2010,  is made and adopted by Questar Corporation, a Utah corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

WHEREAS, the Company maintains the Questar Corporation Annual Management Incentive Plan II, as amended and restated effective January 1, 2010 (the “Plan”);

WHEREAS, pursuant to Section 7(e) of the Plan, the Plan may be amended from time to time by the Company’s Board of Directors; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE BE IT RESOLVED, that the Plan be amended as follows:

1.

The following definition of “affiliate” is added to Section 2 of the Plan in alphabetical order:

“‘affiliate’ means any entity that is treated as the same employer as the Company under Sections 414(b), (c), (m), or (o) of the Code, any entity required to be aggregated with the Company pursuant to regulations adopted under Section 409A of the Code, or any entity otherwise designated as an affiliate by the Company.”

2.

The following sentence shall be added to the end of Section 4 of the Plan:

“Notwithstanding the foregoing, the Committee may designate additional officers and key employees of an Employer as Covered Employees and/or increase a Covered Employee’s Target Bonus at any time after the commencement of a Performance Period, provided, that, if doing so would disqualify an award as ‘qualified performance-based compensation’ under Section 162(m) of the Code, such action will be taken only if the Committee determines that it would be appropriate to do so.”    

3.

The following is added to the Plan as new Section 8:

“Section 8.  Assumed Amounts Attributable to Transferred Employees.  Notwithstanding any other provision herein, as of the date of the ‘Distribution’ (as such term is defined in that certain Separation and Distribution Agreement, by and between the Company and QEP Resources, Inc. (‘QEP’), dated as of June 14, 2010 (the ‘Separation Agreement’)), the Company has assumed the liabilities and obligations under the QEP Resources, Inc. Annual Management

Incentive Plan (the ‘QEP AMIP’), for the payment, if any, of an award that a Transferred Employee (as defined below) would have otherwise been entitled to receive with respect to the 2010 performance period pursuant to such terms and conditions set forth in the QEP AMIP had such Transferred Employee not incurred a termination of employment with QEP or an affiliate thereof, as a result of the transaction contemplated by the Separation Agreement, and as of the Distribution, QEP shall have no further liabilities or obligations under the QEP AMIP with respect to such Transferred Employees; provided, however, that any termination of employment with the Company or an affiliate thereof on or after the Distribution shall be deemed to be a termination of employment under the QEP AMIP solely for purposes of determining whether any such award would otherwise be payable in accordance with the terms and conditions of the QEP A MIP.  For purposes of this Section 8, a ‘Transferred Employee’ means a ‘Questar Employee’ (as defined in that certain Employee Matters Agreement, by and between the Company and QEP, dated as of June 14, 2010) who was eligible to receive an award under the QEP AMIP with respect to the 2010 performance period immediately prior the Distribution and who is designated as a participant in the Plan as of the Distribution.”

4.

This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.

5.

All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.

I hereby certify that the foregoing First Amendment to the Questar Corporation Annual Management Incentive Plan II was duly adopted by the Board of Directors of Questar Corporation as of June 12, 2010.

Executed on this _____ day of _________, 2010.

By: __________________________________

Keith O. Rattie

Chairman, President and Chief Executive Officer

2

EX-12

Exhibit 12.

Questar Corporation

Ratio of Earnings to Fixed Charges

	12 Months Ended December 31,
	2009 (recast)	2008  (recast)	2007 (recast)
	(dollars in millions)
Earnings
Pretax income from continuing operations before   adjustment for income or loss from equity investees	$281.1	$266.0	$225.1
Add (deduct):
Fixed charges	136.9	136.4	93.4
Distributed income from equity investees - continuing operations	3.3	-	-
Distributed income from equity investees - discontinued operations	1.1	0.5	10.4
Capitalized interest - continuing operations	(1.2)	(1.2)	(8.0)
Capitalized interest - discontinued operations	-	(4.9)	-
Noncontrolling interest	(2.6)	(9.0)	-
Total	$418.6	$387.8	$320.9
Fixed Charges
Interest expense - continuing operations	$  59.6	$  63.9	$48.1
Interest expense - discontinued operations	70.1	61.7	33.6
Capitalized interest - continuing operations	1.2	1.2	8.0
Capitalized interest - discontinued operations	-	4.9	-
Rental expense - continuing operations	4.0	3.0	2.4
Rental expense - discontinued operations	2.0	1.7	1.3
Total	$136.9	$136.4	$93.4
Ratio of Earnings to Fixed Charges	3.1	2.8	3.4

For purposes of this presentation, earnings represent income from continuing operations before income taxes adjusted for fixed charges, earnings and distributions of equity investees. Income from continuing operations before income taxes includes Questar’s share of pretax earnings of equity investees. Fixed charges for both continuing operations and discontinued operations consist of total interest charges (expensed and capitalized), amortization of debt issuance costs and losses from reacquired debt, and the interest portion of rental expense estimated at 50%.

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1.

Registration Statement (Form S-8 No. 33-15149) pertaining to the Questar Corporation Stock Option Plan for Directors,

2.

Registration Statement (Post-effective Amendment No. 3 to Form S-8 No. 33-4436) pertaining to the Questar Corporation Employee Savings and Stock Purchase Plan,

3.

Registration Statement (Form S-8 No. 33-40800) pertaining to the Questar Corporation Long-Term Stock Incentive Plan,

4.

Registration Statement (Form S-8 No. 33-40801) pertaining to the Questar Corporation Stock Option Plan for Directors (additional shares),

5.

Registration Statement (Form S-8 No. 33-48169) pertaining to the Questar Corporation Employee Stock Purchase Plan,

6.

Registration Statement (Form S-8 No. 333-04951) pertaining to the Questar Corporation Stock Option Plan for Directors (additional shares),

7.

Registration Statement (Form S-8 No. 333-04913) pertaining to the Questar Corporation Directors' Stock Plan,

8.

Registration Statement (Form S-8 No. 33-48168) pertaining to the Questar Corporation Dividend Reinvestment and Stock Purchase Plan,

9.

Registration Statement (Form S-3 No. 333-09643) pertaining to the Questar Corporation Dividend Reinvestment Plan,

10.

Registration Statement (Form S-8 No. 333-67658) pertaining to the Questar Corporation Long-Term Stock Incentive Plan, and

11.

Registration Statement (Form S-8 No. 333-89486) pertaining to the Questar Corporation Employee Investment Plan;

of our report dated February 26, 2010, except for the effects of the reclassification of QEP Resources’ business as discontinued operations as described in Note 1 and Note 3, as to which the date is September 29, 2010, with respect to the consolidated financial statements and schedule of Questar Corporation included in this Current Report (Form 8-K) of Questar Corporation.

/s/Ernst & Young LLP

Ernst & Young LLP

Salt Lake City, Utah

September 29, 2010

EX-23

Exhibit 23.2

Engineer’s Consent

As independent petroleum engineers, we hereby consent to the incorporation by reference of our appraisal reports for QEP Energy Company (formerly Questar Exploration and Production Company) as of years ended December 31, 2009, 2008, and 2007 in the Annual Report on Form 10-K and this related Current Report on Form 8-K of Questar Corporation.  

/s/ Ryder Scott Company L.P.___

RYDER SCOTT COMPANY L.P.

Denver, Colorado

September 29, 2010

 HN\811204.2

EX-23

Exhibit 23.3

 FAX (303) 623-4258

621 SEVENTEENTH STREET

SUITE 1550

DENVER, COLORADO 80293 TELEPHONE (303) 623-9147

June 21, 2010

Questar Exploration and Production Company

1050 Seventeenth Street, Suite 500

Denver, Colorado  80265

Gentlemen:

At your request, Ryder Scott Company (Ryder Scott) has prepared an estimate of the proved reserves, future production, and income attributable to certain leasehold and royalty interests of Questar Exploration and Production Company (Questar) as of December 31, 2009.  The subject properties are located in the states of Arkansas, California, Colorado, Kansas, Louisiana, Mississippi, Montana, North Dakota, New Mexico, Oklahoma, Texas, Utah and Wyoming.  The reserves and income data were estimated based on the definitions and disclosure guidelines of the United States Securities and Exchange Commission (SEC) contained in Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations).  Our third party study, completed on February 4, 2010 and presented herein, was prepared for public disclosur e by Questar in filings made with the SEC in accordance with the disclosure requirements set forth in the SEC regulations.  The properties reviewed by Ryder Scott represent 100 percent of the total net proved liquid hydrocarbon reserves and 100 percent of the total net proved gas reserves of Questar.

The estimated reserves and future net income amounts presented in this report, as of December 31, 2009 are related to hydrocarbon prices.  The hydrocarbon prices used in the preparation of this report are based on the average prices during the 12-month period prior to the ending date of the period covered in this report, determined as unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements as required by the SEC regulations.  Actual future prices may vary significantly from the prices required by SEC regulations; therefore, volumes of reserves actually recovered and the amounts of income actually received may differ significantly from the estimated quantities presented in this report.  The results of this study are summarized below.

SEC PARAMETERS

Estimated Net Reserves and Income Data

Certain Leasehold Interests of

Questar Exploration and Production Company

As of December 31, 2009
		Proved
		Developed				Total
		Producing	Non-Producing		Undeveloped	Proved
	Net Remaining Reserves
	Oil/Condensate – Barrels	22,142,327	285,996	6,876,630		29,304,951
	Plant Products – Barrels	4,830,391	88,218	2,759,574		7,678,184
	Gas – MMCF	1,159,191	19,512	1,346,296		2,524,999
	Income Data M$
	Future Gross Revenue	$4,419,955	$76,103	$4,414,699		$8,910,756
	Deductions	1,343,483	36,387	2,987,870		4,367,739
	Future Net Income (FNI)	$3,076,472	$39,715	$1,426,829		$4,543,016
	Discounted FNI @ 10%	$1,738,726	$19,119	$6,835		$1,764,680

Liquid hydrocarbons are expressed in standard 42 gallon barrels.  All gas volumes are reported on an as “sold basis” expressed in millions of cubic feet (MMCF) at the official temperature and pressure bases of the areas in which the gas reserves are located.  

The estimates of the reserves, future production, and income attributable to properties in this report were prepared using the economic software package Aries^TM System Petroleum Economic Evaluation Software, a copyrighted program of Halliburton.  The program was used solely at the request of Questar.  Ryder Scott has found this program to be generally acceptable, but notes that certain summaries and calculations may vary due to rounding and may not exactly match the sum of the properties being summarized.  Furthermore, one line economic summaries may vary slightly from the more detailed cash flow projections of the same properties, also due to rounding.  The rounding differences are not material.

The future gross revenue is after the deduction of production taxes.  The deductions incorporate the normal direct costs of operating the wells, ad valorem taxes, recompletion costs, and development costs.  The future net income is before the deduction of state and federal income taxes and general administrative overhead, and has not been adjusted for outstanding loans that may exist nor does it include any adjustment for cash on hand or undistributed income.  Liquid hydrocarbon reserves account for approximately13 percent and gas reserves account for the remaining 87 percent of total future gross revenue from proved reserves.

The discounted future net income shown above was calculated using a discount rate of 10 percent per annum compounded monthly.  Future net income was discounted at four other discount rates which were also compounded monthly.  These results are shown in summary form as follows.

	Discounted Future Net Income
	As of December 31, 2009
Discount Rate Percent		Total Proved M$
5		$2,666,509
15		$1,260,560
20		$949,107
25		$742,943

The results shown above are presented for your information and should not be construed as our estimate of fair market value.

Reserves Included in This Report

The proved reserves included herein conform to the definition as set forth in the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  An abridged version of the SEC reserves definitions from 210.4-10(a) entitled “Petroleum Reserves Definitions” is included as an attachment to this report.

The various reserve status categories are defined under the attachment entitled “Petroleum Reserves Definitions” in this report.  The developed non-producing reserves included herein consist of the behind-pipe and shut-in categories.  

No attempt was made to quantify or otherwise account for any accumulated gas production imbalances that may exist.  The gas volumes included herein do not attribute gas consumed in operations as reserves.

Reserves are those estimated remaining quantities of petroleum which are anticipated to be economically producible, as of a given date, from known accumulations under defined conditions.  All reserve estimates involve some degree of uncertainty.  The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved.  Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively

increasing uncertainty in their recoverability.  At Questar’s request, this report addresses only the proved reserves attributable to the properties evaluated herein.

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward.  The reserves included herein were estimated using deterministic methods.  

Reserves estimates will generally be revised as additional geologic or engineering data become available or as economic conditions change.  Moreover, estimates of reserves may increase or decrease as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks.  As a result, the estimates of oil and gas reserves have an intrinsic uncertainty.  The reserves included in this report are therefore estimates only and should not be construed as being exact quantities.  They may or may not be actually recovered, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.

Questar’s operations may be subject to various levels of governmental controls and regulations.  These controls and regulations may include matters relating to land tenure, drilling, production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time.  Such changes in governmental regulations and policies may cause volumes of reserves actually recovered and amounts of income actually received to differ significantly from the estimated quantities.

The estimates of reserves presented herein were based upon a detailed study of the properties in which Questar owns an interest; however, we have not made any field examination of the properties.  No consideration was given in this report to potential environmental liabilities that may exist nor were any costs included for potential liabilities to restore and clean up damages, if any, caused by past operating practices.

Estimates of Reserves

The estimation of reserves involves two distinct determinations.  The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions set forth by the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures.  These analytical procedures fall into three broad categories or methods: (1) performance-based methods, (2) volumetric-based methods and (3) analogy.  These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves.  The reserve evaluator must select the meth od or combination of methods which in their professional judgment is most appropriate given the nature and amount of reliable geoscience and engineering data available at the time of the estimate, the established or anticipated performance characteristics of the reservoir being evaluated and the stage of development or producing maturity of the property.  

In many cases, the analysis of the available geoscience and engineering data and the subsequent interpretation of this data may indicate a range of possible outcomes in an estimate irrespective of the method selected by the evaluator.  When a range in the quantity of reserves is identified, the evaluator must determine the uncertainty associated with the incremental quantities of the reserves.  If the reserve quantities are estimated using the deterministic incremental approach, the uncertainty for each discrete incremental quantity of the reserves is addressed by the reserve category assigned by the evaluator.  Therefore, it is the categorization of reserve quantities as proved, probable and/or possible that addresses the inherent uncertainty in the estimated quantities reported.  All quantities of reserves within the same reserve category have the same level of uncertainty under the SEC definitions.

Estimates of reserves quantities and their associated reserve categories may be revised in the future as additional geoscience or engineering data become available.  Furthermore, estimates of reserves quantities and their associated reserve categories may also be revised due to other factors such as

changes in economic conditions, results of future operations, effects of regulation by governmental agencies or geopolitical or economic risks as previously noted herein.

The reserves for the properties included herein were estimated by performance methods, the volumetric method, analogy, or a combination of methods.  Approximately 100 percent of the proved producing reserves attributable to producing wells and/or reservoirs were estimated by performance methods.  These performance methods include, but may not be limited to decline curve analysis and/or material balance which utilized extrapolations of historical production and pressure data available through December, 2009 in those cases where such data were considered to be definitive.  The data utilized in this analysis were supplied to Ryder Scott by Questar or obtained from public data sources and were considered sufficient for the purpose thereof.  

Approximately 100 percent of the proved non-producing and undeveloped reserves included herein were estimated by the volumetric method, analogy, or a combination of methods.The non-producing reserves were generally estimated by the volumetric method.  The undeveloped reserves were generally estimated by analogy with, in many cases, a volumetric check for reasonableness.  The volumetric analysis utilized pertinent well data supplied to Ryder Scott by Questar or which we have obtained from public data sources that was available through December, 2009.  The data utilized from the well data incorporated into our volumetric analysis were considered sufficient for the purpose thereof.  In summary, we consider the assumptions, data, methods and analytical procedures used in this report appropriate for the purpose hereof, and we have used all such methods and procedures that we consider necessary and appropriate to prepare the estimates of reserves herein.

To estimate economically recoverable oil and gas reserves and related future net cash flows, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates.  Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined.  While it may reasonably be anticipated that the future prices received for the sale of production and the operating costs and other costs relating to such production may increase or decrease from those under existing economic conditions, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation.

Questarhas informed us that they have furnished us all of the material accounts, records, geological and engineering data, and reports and other data required for this investigation.  In preparing our forecast of future production and income, we have relied upon data furnished by Questar with respect to property interests owned, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, ad valorem and production taxes, recompletion and development costs, product prices based on the SEC regulations, geological structural and isochore maps, well logs, core analyses, and pressure measurements.  Ryder Scott reviewed such factual data for its reasonableness; however, we have not conducted an independent verification of the data supplied by Questar.  We consid er the factual data used in this report appropriate and sufficient for the purpose of preparing the estimates of reserves and future net revenues herein.

Future Production Rates

Our forecasts of future production rates are based on historical performance from wells currently on production.  Test data and other related information were used to estimate the anticipated initial production rates for those wells or locations that are not currently producing.  If no production decline trend has been established, future production rates were held constant, or adjusted for the effects of curtailment where appropriate, until a decline in ability to produce was anticipated.  An estimated rate of decline was then applied to depletion of the reserves.  If a decline trend has been established, this trend was used as the basis for estimating future production rates.  For reserves not yet on production, sales were estimated to commence at an anticipated date furnished by Questar.

The future production rates from wells currently on production may be more or less than estimated because of changes in market demand or allowables set by regulatory bodies.  Wells or locations that are not currently producing may start producing earlier or later than anticipated in our estimates.

Hydrocarbon Prices

As previously stated, the hydrocarbon prices used herein are based on SEC price parameters using the average prices during the 12-month period prior to the ending date of the period covered in this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements.  For hydrocarbon products sold under contract, the contract prices, including fixed and determinable escalations, exclusive of inflation adjustments, were used until expiration of the contract.  Upon contract expiration, the prices were adjusted to the 12-month unweighted arithmetic average as previously described.  Oil prices are based on a West Texas Intermediate Cushing, Oklahoma crude oil spot price of $61.18 per barrel. Gas prices are based on a Henry Hub Cas h Market gas price of $3.87 per MMBTU. Product prices which were actually used for each property reflect adjustment for gravity, quality, local conditions, and/or distance from market. Price differentials and adjustments to physical spot prices as of December 2009 were furnished by Questar and were accepted as presented. Oil and gas prices are held constant throughout the life of the properties.

The effects of derivative instruments designated as price hedges of oil and gas quantities are not reflected in our individual property evaluations.  

Costs

Operating costs for the leases and wells in this report are based on the operating expense reports of Questar and include only those costs directly applicable to the leases or wells. The operating costs include a portion of general and administrative costs allocated directly to the leases and wells. For operated properties, the operating costs include an appropriate level of corporate general administrative and overhead costs.  The operating costs for non-operated properties include the COPAS overhead costs that are allocated directly to the leases and wells under terms of operating agreements.No deduction was made for loan repayments, interest expenses, or exploration and development prepayments that were not charged directly to the leases or wells.

Development costs were furnished to us by Questar and are based on authorizations for expenditure for the proposed work or actual costs for similar projects.  Questar’s estimates of zero abandonment costs after salvage value for onshore properties were used in this report.  Ryder Scott has not performed a detailed study of the abandonment costs or the salvage value and makes no warranty for Questar’s estimate.

Because of the direct relationship between volumes of proved undeveloped reserves and development plans, we include in the proved undeveloped category only reserves assigned to undeveloped locations that we have been assured will definitely be drilled.  Questar has assured us of their intent and ability to proceed with the development activities included in this report, and that they are not aware of any legal, regulatory, political or economic obstacles that would significantly alter their plans.  

Current costs used by Questar were held constant throughout the life of the properties.

Standards of Independence and Professional Qualification

Ryder Scott is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world for over seventy years.  Ryder Scott is employee-owned and maintains offices in Houston, Texas; Denver, Colorado; and Calgary, Alberta, Canada.  We have over eighty engineers and geoscientists on our permanent staff.  By virtue of the size of our firm and the large number of clients for which we provide services, no single client or job represents a material portion of our annual revenue.  We do not serve as officers or directors of any publicly-traded oil and gas company and are separate and independent from the operating and investment decision-making process

of our clients.  This allows us to bring the highest level of independence and objectivity to each engagement for our services.

Ryder Scott actively participates in industry-related professional societies and organizes an annual public forum focused on the subject of reserves evaluations and SEC regulations.  Many of our staff have authored or co-authored technical papers on the subject of reserves related topics.  We encourage our staff to maintain and enhance their professional skills by actively participating in ongoing continuing education.

Prior to becoming an officer of the Company, Ryder Scott requires that staff engineers and geoscientists have received professional accreditation in the form of a registered or certified professional engineer’s license or a registered or certified professional geoscientist’s license, or the equivalent thereof, from an appropriate governmental authority or a recognized self-regulating professional organization.

We are independent petroleum engineers with respect to Questar.  Neither we nor any of our employees have any interest in the subject properties and neither the employment to do this work nor the compensation is contingent on our estimates of reserves for the properties which were reviewed.

The results of this study, presented herein, are based on technical analysis conducted by teams of geoscientists and engineers from Ryder Scott.  The professional qualifications of the undersigned, the technical person primarily responsible for overseeing the evaluation of the reserves information discussed in this report, are included as an attachment to this letter.

Terms of Usage

The results of our third party study, presented in report form herein, were prepared in accordance with the disclosure requirements set forth in the SEC regulations and intended for public disclosure as an exhibit in filings made with the SEC byQuestar Corporation.  

Questar Corporation makes periodic filings on Form 10-K with the SEC under the 1934 Exchange Act.  Furthermore, Questar Corporation has certain registration statements filed with the SEC under the 1933 Securities Act that automatically incorporate by reference any subsequently filed Form 10-K.  We have consented to the incorporation by reference in the registration statements on Form S-8 of Questar Corporation of the references to our name as well as to the references to our third party report forQuestar Exploration and ProductionCompany, which appears in the December 31, 2009 annual report on Form 10-K of Questar Corporation.  Our written consent for such use is included as a separate exhibit to the filings made with the SEC byQuestar Corporation.

We have provided Questar with a digital version of the original signed copy of this report letter.  In the event there are any differences between the digital version included in filings made by Questar and the original signed report letter, the original signed report letter shall control and supersede the digital version.

The data and work papers used in the preparation of this report are available for examination by authorized parties in our offices.  Please contact us if we can be of further service.

Very truly yours,

[SEAL]

STATE OF COLORADO

RICHARD J. MARSHALL

23260

RYDER SCOTT COMPANY, L.P.

LICENSED PROFESSIONAL ENGINEER                TBPE Firm Registration No. F-1580

/s/ Richard J. Marshall

Richard J. Marshall, P.E.

Colorado P.E. License No. 23260

Vice President

Approved:

/s/James L. Baird

James L. Baird

Senior Vice President

RYDER SCOTT COMPANY, L.P.

TBPE Firm Registration No. F-1580

[SEAL]

STATE OF TEXAS

DON P. ROESLE

56406

LICENSED

PROFESSIONAL ENGINEER

/s/ Don P. Roesle

Don P. Roesle, P.E.

TBPE License No. 56406

           Chief Executive Officer

* The work performed in this report for properties located in the state of Texas has been reviewed and approved by a licensed Texas professional engineer according to the rules of the Texas Board of Professional Engineers (TBPE).

Questar Exploration and Production Company

June 21, 2010

Page 8

Professional Qualifications of Primary Technical Person

The conclusions presented in this report are the result of technical analysis conducted by teams of geoscientists and engineers from Ryder Scott Company, L.P.  Richard J. Marshall was the primary technical person responsible for overseeing the estimate of the future net reserves and income.

Marshall, an employee of Ryder Scott Company L.P. (Ryder Scott) beginning in 1981, is a Vice President responsible for coordinating and supervising staff and consulting engineers of the company in ongoing reservoir evaluation studies.  Before joining Ryder Scott, Marshall served in a number of engineering positions with Texaco, Phillips Petroleum, and others.  For more information regarding Mr. Marshall’s geographic and job specific experience, please refer to the Ryder Scott Company website at www.ryderscott.com/Experience/Employees.

Marshall earned a B.S. in Geology from the University of Missouri in 1974 and a M.S. in Geological Engineering from the University of Missouri at Rolla in 1976.  Marshall is a registered Professional Engineer in the State of Colorado.  He is a member of the Society of Petroleum Engineers, Wyoming Geological Association, Rocky Mountain Association of Geologists and the Society of Petroleum Evaluation Engineers.  

Based on Marshall’s educational background, professional training and more than 30 years of practical experience in the estimation and evaluation of petroleum reserves, Marshall has attained the professional qualifications as a Reserves Estimator and Reserves Auditor as set forth in Article III of the “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers as of February 19, 2007.

RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS

Questar Exploration and Production Company

June 21, 2010

Page 9

Questar Exploration and Production Company

Estimated

Future Reserves and Income

Attributable to Certain

Leasehold Interests

As of

December 31, 2009

[SEAL]	[SEAL]
Don P. Roesle, P.E.	Richard J. Marshall, P.E.
TBPE License No. 56406	Colorado License No. 23260

/s/ Don P. Roesle	/s/ Richard J. Marshall
Don P. Roesle, P.E.	Richard J. Marshall, P.E.
TBPE License No. 56406	Colorado License No. 23260
Chief Executive Officer	Vice President

RYDER SCOTT COMPANY, L.P.

TBPE Firm Registration No. F-1580

* The work performed in this report for properties located in the state of Texas has been reviewed and approved by a licensed Texas professional engineer according to the rules of the Texas Board of Professional Engineers (TBPE).

RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS

Questar Exploration and Production Company

June 21, 2010

Page 10

PETROLEUM RESERVES DEFINITIONS

As Adapted From:

RULE 4-10(a) of REGULATION S-X PART 210

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)

PREAMBLE

On January 14, 2009, the United States Securities and Exchange Commission (“the Commission”) published the “Modernization of Oil and Gas Reporting; Final Rule” in the Federal Register of National Archives and Records Administration (NARA).  The “Modernization of Oil and Gas Reporting; Final Rule” includes revisions and additions to the definition section in Rule 4-10 of Regulation S-X, revisions and additions to the oil and gas reporting requirements in Regulation S-K, and amends and codifies Industry Guide 2 in Regulation S-K.  The “Modernization of Oil and Gas Reporting; Final Rule”, including all references to Regulation S-X and Regulation S-K, shall be referred to herein collectively as the “SEC Regulations”.  The SEC Regulations take effect with all filings made with the United States Securities and Exchange Commission as of D ecember 31, 2009, or after January 1, 2010.  Reference should be made to the full text under Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10 (a) for the complete definitions, as the following definitions, descriptions and explanations rely wholly or in part on excerpts from the original document (direct passages excerpted from the aforementioned SEC document are denoted in italics herein).

Reserves are those quantities of petroleum which are anticipated to be commercially recovered from known accumulations from a given date forward under defined conditions.  All reserve estimates involve some degree of uncertainty.  The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved.  Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability.  Under the SEC Regulations as of December 31, 2009, or after January 1, 2010, a company may optionally disclose estimated quanti ties of probable or possible oil and gas reserves in documents publicly filed with the Commission.  The SEC Regulations continue to prohibit disclosure of estimates of oil and gas resources other than reserves and any estimated values of such resources in any document publicly filed with the Commission unless such information is required to be disclosed in the document by foreign or state law as noted in §229.102 (5).

Reserves estimates will generally be revised as additional geologic or engineering data become available or as economic conditions change.

Reserves may be attributed to either natural energy or improved recovery methods.  Improved recovery methods include all methods for supplementing natural energy or altering natural forces in the reservoir to increase ultimate recovery.  Examples of such methods are pressure maintenance, cycling, waterflooding, thermal methods, chemical flooding, and the use of miscible and immiscible displacement fluids.  Other improved recovery methods may be developed in the future as petroleum technology continues to evolve.

PETROLEUM RESERVES DEFINITIONS

Page 11

RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §229.4-10(a) (26) defines reserves as follows:

Reserves.  Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.  In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible.  Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results).  Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

PROVED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §229.4-10(a) (22) defines proved oil and gas reserves as follows:

Proved oil and gas reserves.  Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS

RESERVES DEFINITIONS

Page 12

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

[Remainder of this page is left blank intentionally]

RESERVES DEFINITIONS

Page 13

RESERVES STATUS DEFINITIONS AND GUIDELINES

As Adapted From:

RULE 4-10(a) of REGULATION S-X PART 210

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)

and

PETROLEUM RESOURCES MANAGEMENT SYSTEM (SPE-PRMS)

Sponsored and Approved by:

SOCIETY OF PETROLEUM ENGINEERS (SPE),

WORLD PETROLEUM COUNCIL (WPC)

AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS (AAPG)

SOCIETY OF PETROLEUM EVALUATION ENGINEERS (SPEE)

Reserves status categories define the development and producing status of wells and reservoirs.

DEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §229.4-10(a) (6) defines developed oil and gas reserves as follows:

Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Developed Producing (SPE-PRMS Definitions)

While not a requirement for disclosure under the SEC regulations, developed oil and gas reserves may be further sub-classified according to the guidance contained in the SPE-PRMS as Producing or Non-Producing.

Developed Producing Reserves

Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate.

Improved recovery reserves are considered producing only after the improved recovery project is in operation.

RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS — TBPE FIRM LIC. NO. F-1580

RESERVES DEFINITIONS

Page 14

Developed Non-Producing

Developed Non-Producing Reserves include shut-in and behind-pipe reserves.

Shut-In

Shut-in Reserves are expected to be recovered from:

(1)

completion intervals which are open at the time of the estimate but which have not yet started producing;

(2)

wells which were shut-in for market conditions or pipeline connections; or

(3)

wells not capable of production for mechanical reasons.

Behind-Pipe

Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future re-completion prior to start of production.  

In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.

UNDEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §229.4-10(a) (31) defines undeveloped oil and gas reserves as follows:

Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i)

Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.

RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS — TBPE FIRM LIC. NO. F-1580

RESERVES DEFINITIONS

Page 15

Qualifications of Questar Reservoir Engineer

DENNIS R. BECCUE

QUALIFICATIONS

PROFESSIONAL EXPERIENCE

?

Registered Professional Engineer with over 30 years diversified oil and gas engineering experience with both major and independent exploration and production companies

?

Questar Market Resources (QMR) Chief Reservoir Engineer, and member QMR Reserves Review Committee, since 2006

?

Over 15 years oil and gas reserves estimating experience with QMR

?

QMR Pinedale Division Production/Reservoir Engineering Manager since June 2000

?

Directed all well production/completion activities

?

Responsible for evaluation of division reserves

?

Reservoir/Operations engineering experience spanning most active domestic basins including Rocky Mountains, San Juan, Permian, Mid-Continent and onshore Gulf Coast

EDUCATIONAL BACKGROUND

THE UNIVERSITY OF TULSA, Tulsa, Oklahoma

Bachelor of Science, Petroleum Engineering - May 1979

PROFESSIONAL LICENSES AND AFFILIATIONS

Registered Professional Engineer (Oklahoma #15172)

Society of Petroleum Engineers – Member 1979

Professional Qualifications of Primary Technical Person

RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS — TBPE FIRM LIC. NO. F-1580

EX-99

Questar Recast 2009 Form 10-K

Exhibit No. 99.1.

TABLE OF CONTENTS

Page No.

2

3

CONDITION AND RESULTS OF OPERATIONS

4

Item 7A.

13

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

15

46

49

1

EXPLANATORY NOTE

Effective May 18, 2010, Questar Market Resources, Inc., (Market Resources) a wholly-owned subsidiary of Questar Corporation (Questar or Company), merged with and into its newly-formed, wholly-owned subsidiary, QEP Resources, Inc. (QEP), a Delaware corporation in order to reincorporate in the State of Delaware (Reincorporation Merger). The Reincorporation Merger was effected pursuant to an Agreement and Plan of Merger entered into between Market Resources and QEP. The Reincorporation Merger was approved by the boards of directors of Market Resources and QEP and submitted to a vote of, and approved by, Questar, as sole shareholder of Market Resources, and by Market Resources, as sole shareholder of QEP on May 18, 2010.

On June 30, 2010, Questar distributed all of the shares of common stock of QEP held by Questar to Questar shareholders in a tax-free, pro rata dividend (the Spinoff). Each Questar shareholder received one share of QEP common stock for each one share of Questar common stock held (including fractional shares) at the close business on the record date. In connection therewith, QEP distributed Wexpro Company (Wexpro), a wholly-owned subsidiary of QEP, to Questar. In addition, Questar contributed $250.0 million of equity to QEP prior to the Spinoff.

The financial information presented in this Current Report on Form 8-K recasts QEP’s financial condition and operating results as discontinued operations for all periods presented and reflects Wexpro’s financial condition and operating results as a separate line of business. A summary of discontinued operations can be found in Note 3 to the consolidated financial statements in Item 8 of this Current Report on Form 8-K.

In addition, this Current Report on Form 8-K includes a revised report of oil and gas reserves of Questar Exploration and Production Company, a former subsidiary, provided by independent petroleum engineers. Questar Exploration and Production Company was renamed QEP Energy Company and is a subsidiary of QEP.

2

PART II

ITEM 6.  SELECTED FINANCIAL DATA.

Selected financial data for the five years ending December 31, 2009, is provided in the table below. Refer to Item 7 and Item 8 in Part II of this Current Report on Form 8-K for discussion of facts affecting the comparability.

	Year Ended December 31,
	2009	2008	2007	2006	2005
	(recast)	(recast)	(recast)	(recast)	(recast)
	(in millions, except per-share amounts)
Results Of Operations
Revenues	$1,109.9	$1,201.9	$1,080.2	$1,200.1	$1,084.8
Operating income	328.2	307.3	257.2	244.7	206.8
Income from continuing operations	180.5	172.2	145.8	138.0	111.2
Discontinued operations net of income taxes	212.8	511.6	361.6	306.1	214.5
Net income attributable to Questar	$  393.3	$  683.8	$  507.4	$  444.1	$  325.7
Earnings per common share attributable to Questar
Basic from continuing operations	$1.03	$1.00	$0.84	$0.81	$0.66
Basic from discontinued operations	1.23	2.96	2.11	1.79	1.26
Basic total	$2.26	$3.96	$2.95	$2.60	$1.92
Diluted from continuing operations	$1.02	$0.98	$0.83	$0.80	$0.64
Diluted from discontinued operations	1.21	2.90	2.05	1.74	1.23
Diluted total	$2.23	$3.88	$2.88	$2.54	$1.87
Weighted-average common shares outstanding
Used in basic calculation	174.1	172.8	172.0	170.9	169.6
Used in diluted calculation	176.3	176.1	175.9	175.2	174.3
Financial Position
Total assets of continuing operations	$3,189.7	$3,115.7	$2,809.7	$2,433.5	$2,375.3
Total assets of discontinuing operations	5,828.9	5,741.0	3,336.8	2,858.9	2,298.6
Total assets at December 31,	$9,018.6	$8,856.7	$6,146.5	$5,292.4	$4,673.9
Total liabilities of continuing operations	$2,053.1	$2,123.2	$1,824.6	$1,547.6	$1,507.0
Total liabilities of discontinuing operations	3,408.4	3,286.0	1,744.0	1,539.3	1,617.1
Total liabilities at December 31,	$5,461.5	$5,409.2	$3,568.6	$3,086.9	$3,124.1
Capitalization at December 31,
Long-term debt of continuing operations	831.2	821.8	623.2	633.2	633.2
Long-term note payable of continuing operations	-	50.0	-	-	-
Total equity	3,557.1	3,447.5	2,577.9	2,205.5	1,549.8
Book value per common share at December 31,	$20.06	$19.69	$14.92	$12.83	$9.08
Cash Flow From Continuing Operations
Net cash provided by operating activities	$428.8	$271.5	$334.0	$310.2	$246.6
Capital expenditures	(299.8)	(349.0)	(559.4)	(246.1)	(194.3)
Net cash used in investing activities	(249.8)	(357.0)	(494.7)	(177.8)	(292.3)
Net cash provided by (used in) financing activities	(167.5)	74.0	167.1	(136.9)	47.8
--
Dividends Per Share	$0.505	$0.4925	$0.485	$0.465	$0.445

3

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATION

Following are comparisons of income from continuing operations by line of business:

	Year Ended December 31,			Change
	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
	(in millions, except per-share amounts)
Wexpro	$80.7	$73.9	$59.2	$6.8	$14.7
Questar Pipeline	58.2	58.0	45.0	0.2	13.0
Questar Gas	41.6	40.2	37.4	1.4	2.8
Corporate	-	0.1	4.2	(0.1)	(4.1)
Income from continuing operations	$180.5	$172.2	$145.8	$8.3	$26.4
Earnings per share - diluted	$  1.02	$  0.98	$  0.84	$  0.04	$  0.14
Average diluted shares	176.3	176.1	175.9	0.2	0.2

WEXPRO

Wexpro reported net income of $80.7 million in 2009 compared to $73.9 million in 2008 and $59.2 million in 2007. The growth in net income resulted from increased investment in cost-of-service gas development wells. Following is a summary of Wexpro financial and operating results:

	Year Ended December 31,			Change
	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
	(in millions)
Operating Income
Revenues
Operator service fee	$224.9	$210.1	$153.6	$14.8	$56.5
Oil and NGL sales	17.4	30.7	22.8	(13.3)	7.9
Other	0.6	0.2	0.9	0.4	(0.7)
Total Revenues	242.9	241.0	177.3	1.9	63.7
Operating expenses
Operating and maintenance	21.2	23.5	16.5	(2.3)	7.0
General and administrative	17.0	13.7	14.7	3.3	(1.0)
Depreciation, depletion and amortization	58.8	48.5	31.2	10.3	17.3
Production and other taxes	20.0	37.7	20.0	(17.7)	17.7
Oil income sharing	1.0	6.1	4.9	(5.1)	1.2
Total Operating Expenses	118.0	129.5	87.3	(11.5)	42.2
Net (loss) from asset sales	(0.3)	(0.2)	(0.7)	(0.1)	0.5
Operating Income	$124.6	$111.3	$89.3	$  13.3	$  22.0
--
Operating Statistics
Production volumes
Natural gas (Bcf)	48.2	46.1	34.9	2.1	11.2
Oil and NGL (MMbbl)	0.4	0.4	0.4	-	-
Oil and NGL average sales price (per bbl)	$46.73	$82.90	$62.65	($36.17)	$20.25
Investment base at year end ($ in millions)	$431.9	$410.6	$300.4	$21.3	$110.2

4

Revenues

Wexpro earned a 19.9% after-tax return on average investment base for each of the last three years. Pursuant to the Wexpro Agreement, Wexpro recovers its costs and receives an after-tax return on its investment base. Wexpro’s investment base includes its costs of commercial wells and related facilities adjusted for working capital and reduced for deferred income taxes and depreciation. Following is a summary of changes in the Wexpro investment base:

	Year Ended December 31,
	2009	2008	2007
	(in millions)
Investment base at beginning of year	$410.6	$300.4	$260.6
Successful development wells and related equipment	101.7	171.2	76.0
Depreciation, depletion & amortization	(56.2)	(43.9)	(28.0)
Change in deferred taxes	(24.2)	(17.1)	(8.2)
Investment base at end of year	$431.9	$410.6	$300.4

Wexpro produced 48.2 Bcf of cost-of-service natural gas for Questar Gas during 2009, up 5% from 46.1 Bcf in 2008. The 2008 production level was 32% higher than 2007. The increased production levels are due to increased investment in gas development wells. Cost-of-service natural gas production provided 51% of Questar Gas's supply requirements in 2009 compared to 49% in 2008 and 34% in 2007.

Revenues from oil and NGL sales decreased 43% in 2009 compared to 2008 after increasing 35% in 2008 compared to 2007. The variability in oil and NGL revenues is due to changes in the market price of oil and NGLs. The average selling price for oil and NGL decreased 44% in 2009 compared to 2008 and increased 32% in 2008 compared to 2007.

Expenses

Operating and maintenance expenses were $0.42 per Mcfe in 2009, $0.48 per Mcfe in 2008 and $0.44 per Mcfe in 2007.  The lower amount in 2009 was due to reduced spending on repairs and well workovers. General and administrative expenses were $3.3 million higher in 2009 compared to 2008 and $1.0 million lower in 2008 compared to 2007. The 2009 increase was due to higher compensation and employee benefit expenses.

Production and other taxes were $17.7 million lower in 2009 compared to 2008 and $17.7 million higher in 2008 compared to 2007. These taxes were $0.39 per Mcfe in 2009, $0.78 per Mcfe in 2008 and $0.53 per Mcfe in 2007. The variability in production and other taxes is due to changes in the wellhead market value of natural gas, oil and NGL production. The average selling price of Rocky Mountain natural gas production was $2.64 per Mcf in 2009, $5.89 per Mcf in 2008 and $3.51 per Mcf in 2007.

Depreciation, depletion and amortization expense was $1.44 per Mcfe in 2009, $1.27 per Mcfe in 2008 and $1.09 per Mcfe in 2007. The depreciation, depletion and amortization rate has been increasing because of higher development costs and the depletion of older lower-cost natural gas reserves.

Under the terms of the Wexpro Agreement, Wexpro shares 54% of its operating income from oil development with Questar Gas after recovery of expenses and a return on Wexpro’s investment in successful wells.  This sharing amounted to $1.0 million in 2009, $6.1 million in 2008 and $4.9 million in 2007. The lower amount in 2009 was due to lower oil and NGL prices.

QUESTAR PIPELINE

Questar Pipeline reported 2009 net income of $58.2 million compared with $58.0 million in 2008, and $45.0 million in 2007. Operating income increased $2.3 million, or 2%, in 2009 compared to 2008 because of asset impairments recorded in 2008. Operating income increased $21.9 million, or 24%, in 2008 compared to 2007 due primarily to transportation-system expansions that were placed in service in late 2007. Following is a summary of Questar Pipeline financial and operating results:

	Year Ended December 31,			Change
	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
	(in millions)
Operating Income
REVENUES
Transportation	$173.2	$172.4	$127.4	$  0.8	$45.0
Storage	39.4	39.1	39.8	0.3	(0.7)

5

NGL sales - transportation	7.0	13.9	7.2	(6.9)	6.7
NGL sales - field services	4.2	0.5	1.3	3.7	(0.8)
Energy services	13.7	15.3	16.0	(1.6)	(0.7)
Gas processing	1.2	4.6	8.7	(3.4)	(4.1)
Other	6.7	2.8	5.5	3.9	(2.7)
Total Revenues	245.4	248.6	205.9	(3.2)	42.7
OPERATING EXPENSES
Operating and maintenance	40.1	37.1	33.0	3.0	4.1
General and administrative	36.1	36.8	36.0	(0.7)	0.8
Depreciation and amortization	44.3	42.7	35.0	1.6	7.7
Impairment	-	14.0	-	(14.0)	14.0
Other taxes	8.6	7.8	7.3	0.8	0.5
Cost of sales	1.6	1.8	4.0	(0.2)	(2.2)
Total Operating Expenses	130.7	140.2	115.3	(9.5)	24.9
Net gain from asset sales	0.5	4.5	0.4	(4.0)	4.1
Operating Income	$115.2	$112.9	$ 91.0	$   2.3	$21.9
--
Operating Statistics
Natural gas-transportation volumes (MMdth)
For unaffiliated customers	624.1	617.3	368.3	6.8	249.0
For Questar Gas	112.9	120.9	113.8	(8.0)	7.1
Total Transportation	737.0	738.2	482.1	(1.2)	256.1
Transportation revenue (per dth)	$0.24	$0.23	$0.26	$0.01	($0.03)
Net-Firm daily transportation demand at     December 31, (including White River Hub of     1,020 Mdth and 1,005 Mdth in 2009 and 2008,     respectively)	4,243	4,155	3,112	88.0	1,043
Natural gas processing
NGL sales (MMgal)	12.1	8.5	7.2	3.6	1.3
NGL sales price (per gal)	$0.92	$1.70	$1.19	($0.78)	$0.51

Revenues

Following is a summary of major changes in Questar Pipeline revenues for 2009 compared with 2008 and 2008 compared with 2007:

	Change
	2009 vs. 2008	2008 vs. 2007
	(in millions)
Transportation
New transportation contracts	$11.7	$51.0
Expiration of transportation contracts	(6.3)	(8.5)
Other	(4.6)	2.5
NGL sales	(3.2)	5.9
Energy services	(1.6)	(0.7)
Gas processing	(3.4)	(4.1)
Other	4.2	(3.4)
Increase (decrease)	($ 3.2)	$42.7

As of December 31, 2009, Questar Pipeline had firm-transportation contracts of 4,243 Mdth per day, including 1,020 Mdth per day from Questar Pipeline's 50% ownership of White River Hub, compared with 4,155 Mdth per day as of December 31, 2008, and 3,112 Mdth per day as of December 31, 2007. Questar Pipeline has expanded its transportation system in response to growing

6

regional natural gas production and transportation demand. In November 2007, Questar Pipeline placed an expansion of its southern system in service. The southern system expansion increased Questar Pipeline's 2008 firm-transport demand by 175 Mdth per day and revenues by $13.8 million compared to 2007. In December 2007, Questar Overthrust Pipeline placed the Wamsutter expansion project into service. The Wamsutter expansion increased Questar Overthrust Pipeline firm-transport demand by 750 Mdth per day and revenues by $31.2 million in 2008 compared to 2007. Questar Overthrust Pipeline completed a system expansion of its pipeline between Rock Springs and Wamsutter in December 2009 by adding a compressor at its existing Rocks Springs Station and constructing a new compressor station at Point of Rocks, midway between Rock Springs and Wamsutter. The Company has firm contracts for 300 Mdth per day that begins in the first quarter of 2010 and utilizes the expansion cap acity.

Questar Gas is Questar Pipeline's largest transportation customer with contracts for 901 Mdth per day. The majority of the Questar Gas transportation contracts extend through mid 2017.  The Rockies Express Pipeline has a lease on the Questar Overthrust Pipeline for 625 Mdth per day through 2027. Wyoming Interstate Company has contracts on the Questar Overthrust Pipeline for 125 Mdth per day through 2019 and for 380 Mdth per day through 2020. In addition, Wyoming Interstate Company has three contracts on Questar Overthrust Pipeline for transportation from Wamsutter to the proposed Ruby Pipeline near Opal that ramp up to 548.5 Mdth per day by 2015. Two of the contracts start in the first quarter of 2010 and one starts in early 2011 with terms ranging from 10 to 12 years. Questar Overthrust Pipeline has filed with the FERC for authorization to construct a 43 mile, 36-inch pipeline loop of its system from Rock Springs west to its Cabin 31 facility to support the Wyoming Interstate Comp any contracts.

Questar Pipeline owns and operates the Clay Basin underground storage complex in eastern Utah. This facility is 100% subscribed under long-term contracts. In addition to Clay Basin, Questar Pipeline also owns and operates three smaller aquifer gas storage facilities. Questar Gas has contracted for 26% of firm-storage capacity at Clay Basin for terms extending from three to eight years and 100% of the firm-storage capacity at the aquifer facilities for terms extending for eight years.

Questar Pipeline charges FERC-approved transportation and storage rates that are based on straight-fixed-variable rate design. Under this rate design, all fixed costs of providing service including depreciation and return on investment are recovered through the demand charge. About 95% of Questar Pipeline costs are fixed and recovered through these demand charges. Questar Pipeline's earnings are driven primarily by demand revenues from firm shippers. Since only about 5% of operating costs are recovered through volumetric charges, changes in transportation volumes do not have a significant impact on earnings.

NGL sales were 22% lower in 2009 compared to 2008 due to a 46% decrease in NGL prices offsetting a 42% increase in sales volume. NGL sales were 69% higher in 2008 over 2007 due primarily to a 43% increase in NGL prices and an 18% increase in sales volume.

Expenses

Operating and maintenance expenses increased by 8% to $40.1 million in 2009 compared to $37.1 million in 2008 and $33.0 million in 2007 as a result of system expansions and higher labor and service costs. General and administrative expenses decreased 2% to $36.1 million in 2009 compared with $36.8 million in 2008 and $36.0 million in 2007. Operating, maintenance, general and administrative expenses per dth transported declined to $0.10 in 2009 and 2008 compared with $0.14 in 2007. Operating, maintenance, general and administrative expenses include processing and storage costs.

Depreciation expense increased 4% in 2009 compared to 2008 and increased 22% in 2008 compared to 2007 due to investment in pipeline expansions.

Sale of processing plant and gathering lines

Questar Transportation Services, a subsidiary of Questar Pipeline, sold a carbon dioxide processing plant and some associated gathering facilities in the second quarter of 2008. The net investment in these facilities was $20.0 million. The transaction closed in April 2008 and resulted in a pre-tax gain of $3.9 million.

Impairment

There were no impairments in 2009. Charges for asset impairment amounted to $14.0 million in 2008. Questar Pipeline impaired the entire $10.6 million investment in a potential salt cavern storage project located in southwestern Wyoming in the second quarter of 2008 based on a technical and economic evaluation of the project. In the fourth quarter of 2008, Questar Pipeline also took a $3.4 million pre-tax charge for impairment of certain costs associated with the California segment of its Southern Trails Pipeline.

7

QUESTAR GAS

Questar Gas reported net income of $41.6 million in 2009 compared with $40.2 million in 2008 and $37.4 million in 2007. Operating income increased $2.7 million in 2009 compared with 2008 and increased $8.1 million or 11% in 2008 compared with 2007 due primarily to higher revenues from new-customer growth and the outcome of a rate case that authorized higher recovery in rates of certain costs. Following is a summary of Questar Gas financial and operating results:

	Year Ended December 31,			Change
	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
	(in millions)
Operating Income
REVENUES
Residential and commercial sales	$874.0	$926.7	$876.6	($52.7)	$50.1
Industrial sales	8.3	12.0	9.9	(3.7)	2.1
Transportation for industrial customers	11.2	9.9	9.9	1.3	-
Service	5.4	5.6	5.9	(0.2)	(0.3)
Other	21.0	46.1	30.2	(25.1)	15.9
Total Revenues	919.9	1,000.3	932.5	(80.4)	67.8
Cost of natural gas sold	626.6	736.9	687.2	(110.3)	49.7
Margin	293.3	263.4	245.3	29.9	18.1
Other Operating Expenses
Operating and maintenance	106.4	87.1	73.4	19.3	13.7
General and administrative	42.9	38.7	45.5	4.2	(6.8)
Depreciation and amortization	43.8	41.5	38.8	2.3	2.7
Other taxes	13.3	11.9	11.5	1.4	0.4
Total Other Operating Expenses	206.4	179.2	169.2	27.2	10.0
Operating Income	$ 86.9	$  84.2	$  76.1	$ 2.7	$ 8.1
--
Operating Statistics
Natural gas volumes (MMdth)
Residential and commercial sales	109.4	112.3	106.1	(2.9)	6.2
Industrial sales	1.3	1.7	1.6	(0.4)	0.1
Transportation for industrial customers	58.0	62.2	53.8	(4.2)	8.4
Total industrial	59.3	63.9	55.4	(4.6)	8.5
Total deliveries	168.7	176.2	161.5	(7.5)	14.7
Natural gas revenue (per dth)
Residential and commercial	$7.99	$8.25	$8.26	($0.26)	($0.01)
Industrial sales	6.50	6.99	6.18	(0.49)	0.81
Transportation for industrial customers	0.19	0.16	0.18	0.03	(0.02)
System natural gas cost (per dth)	$5.01	$6.14	$ 5.93	($1.13)	$0.21
Colder (warmer) than normal temperatures	5%	8%	2%	(3%)	6%
Temperature-adjusted usage per customer (dth)	109.0	109.9	110.8	(0.9)	(0.9)
Customers at December 31, (in thousands)	898.6	888.6	873.6	10.0	15.0

Margin Analysis

Questar Gas's margin (revenues less gas costs) increased $29.9 million in 2009 compared to 2008 and increased $18.1 million in 2008 compared to 2007. Following is a summary of major changes in Questar Gas's margin for 2009 compared to 2008 and 2008 compared to 2007:

8

	Change
	2009 vs. 2008	2008 vs. 2007
	(in millions)
New customers	$2.6	$3.9
Change in rates	6.2	4.1
Conservation-enabling tariff	(4.0)	1.0
Change in usage per customer	(1.5)	(1.3)
Demand-side management cost recovery	20.2	6.0
Recovery of gas-cost portion of bad-debt costs	(2.4)	2.9
Other	8.8	1.5
Increase	$29.9	$18.1

At December 31, 2009, Questar Gas served 898,558 customers, up from 888,602 at December 31, 2008. New-customer growth increased the margin by $2.6 million in 2009 and $3.9 million in 2008.

Temperature-adjusted usage per customer decreased 1% in 2009 compared with 2008 and decreased 1% in 2008 compared with 2007. The impact on the company margin from changes in usage per customer has been mitigated by a conservation-enabling tariff (CET) that was approved by the PSCU beginning 2006. The CET resulted in a margin decrease of $4.0 million in 2009 and a margin increase of $1.0 million in 2008.

Weather, as measured in degree days, was 5% colder than normal in 2009 and 8% colder than normal in 2008. A weather-normalization adjustment on customer bills generally offsets financial impacts of moderate temperature variations.

In December 2007, Questar Gas filed a general rate case in Utah. In the second quarter of 2008, Questar Gas received an order from the PSCU increasing rates by $12.0 million. The PSCU reduced Questar Gas's allowed return on equity from 11.2% to 10%. The new rates went into effect in mid-August 2008 and increased the margin by $6.2 million in 2009 and $4.1 million in 2008.

In August 2008, Questar Gas filed a general rate case in Wyoming. In the second quarter of 2009, Questar Gas received an order from the PSCW increasing rates by $0.4 million effective July 2009.  The PSCW allowed a return on equity of 10.5%.

Questar Gas filed a general rate case in Utah in December 2009, requesting an allowed return on equity of 10.6%, an increase in rates of $17.2 million, a mechanism to adjust rates for investment in feeder line replacement, and a continuation of the CET.

Expenses

Cost of natural gas sold decreased 15% in 2009 compared with 2008 due to a decrease in the cost of purchased gas. Cost of natural gas sold increased 7% in 2008 compared with 2007 due to a 6% increase in sales volumes and an increase in the cost of natural gas. Questar Gas accounts for purchased-gas costs in accordance with procedures authorized by the PSCU and the PSCW. Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes. As of December 31, 2009, Questar Gas had a $22.1 million over-collected balance in the purchased-gas adjustment account representing costs recovered from customers in excess of costs incurred.

Operating and maintenance expenses increased $19.3 million in 2009 compared to 2008 due to a $20.2 million increase in DSM costs recovered from customers.  Bad debt costs decreased $3.0 million. Operating and maintenance expenses increased $13.7 million or 19% in 2008 compared to 2007 due primarily to $3.9 million higher bad-debt costs, $5.9 million higher demand-side management costs and $1.4 million higher labor costs. General and administrative costs increased $4.2 million in 2009 compared to 2008 due to higher labor costs. General and administrative expenses decreased $6.8 million or 15% in 2008 compared to 2007 due to $3.5 million lower labor costs and $1.4 million lower legal costs. The sum of operating, maintenance, general and administrative expenses per customer was $166 in 2009 compared to $142 in 2008 and $136 in 2007. DSM costs per customer amounted to $30 in 2009 compared to $7 in 2008 and $1 in 2007.

Depreciation expense increased 6% in 2009 compared to 2008 and increased 7% in 2008 compared to 2007 as a result of plant additions from customer growth and system expansion.

9

Other Consolidated Results

Interest and Other Income

Interest and other income decreased $10.1 million or 45% in 2009 compared with 2008 after increasing $6.6 million or 41% in 2008 compared with 2007. The details of interest and other income for 2009, 2008 and 2007 are shown in the table below:

	Year Ended December 31,			Change
	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
	(in millions)
Interest income and other earnings	$  4.1	$  4.6	$8.4	($0.5)	($ 3.8)
Inventory sales	0.9	3.1	0.1	(2.2)	3.0
Allowance for other funds used during
construction (capitalized finance costs)	2.6	4.1	2.0	(1.5)	2.1
Return earned on working-gas inventory and
purchased-gas-adjustment account	4.9	5.0	5.5	(0.1)	(0.5)
Southern Trails option expiration	-	3.0	-	(3.0)	3.0
Collection of a note receivable	-	2.8	-	(2.8)	2.8
Total	$12.5	$22.6	$16.0	($10.1)	$6.6

Income from unconsolidated affiliate

Income from White River Hub, Questar's sole unconsolidated affiliate, which began operations in 2008, was $3.8 million in 2009 compared to $0.6 million in 2008.

Interest expense

Interest expense fell 7% in 2009 compared with 2008 and rose 33% in 2008 compared to 2007 due primarily to permanent financing activities associated pipeline expansions. Interest rates on the Company's commercial-paper borrowings in 2009 averaged less than 1% per annum after reaching the highest level in recent years in September 2008. Capitalized interest charges on construction projects amounted to $1.2 million in 2009 and in 2008 and $8.0 million in 2007.

Income taxes

The effective combined federal and state income tax rate was 36.6% in 2009 compared with 35.4% in 2008 and 35.2% in 2007.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Net cash provided by operations of continuing operations increased 58% in 2009 compared to 2008 and decreased 19% in 2008 compared to 2007. Noncash adjustments to net income consisted primarily of depreciation, depletion and amortization, and deferred income taxes. Cash sources from operating assets and liabilities were higher in 2009 primarily due to changes in the values of inventories and receivables. The balance in accounts receivables decreased at December 31, 2009, because of lower natural gas prices for gas distribution operations. Net cash provided by operations of continuing operations is presented below:

	Year Ended December 31,			Change
	2009	2008	2007	2009 vs. 2008	2008 vs. 2007
	(in millions)
Net income from continuing operations	$  180.5	$  172.2	$  145.8	$8.3	$26.4
Noncash adjustments to net income	245.0	209.2	132.1	35.8	77.1
Changes in operating assets and liabilities	3.3	(109.9)	56.1	113.2	(166.0)
Net cash provided by operations of   continuing operations	$428.8	$271.5	$334.0	$  157.3	($62.5)

Investing Activities

Capital spending in 2009 amounted to $299.8 million. The details of capital expenditures in 2009 and 2008 and a forecast for 2010 are shown in the table below:

10

	Year Ended December 31,
	2010 Forecast	2009	2008
	(in millions)
Wexpro	$100.0	$116.2	$143.8
Questar Pipeline	161.4	100.8	78.3
Questar Gas	128.9	82.6	126.3
Corporate	0.2	0.2	0.6
Total capital expenditures	$390.5	$299.8	$349.0

Wexpro

During 2009, Wexpro participated in 71 wells (39.4 net), resulting in 35.4 net successful gas and oil wells and 4.0 net dry or abandoned wells. The 2009 net drilling-success rate was 89.8%. There were 13 gross wells in progress at year-end.

Questar Pipeline

Questar Overthrust Pipeline, a wholly-owned subsidiary of Questar Pipeline, completed a system expansion of its pipeline between Rock Springs and Wamsutter, Wyoming in December 2009 by adding a compressor at its Rock Springs Station and constructing a new compressor station at Point of Rocks, Wyoming.  

Questar Gas

During 2009, Questar Gas added 1,215 miles of main, feeder and service lines to provide service to additional customers and replaced high-pressure feeder lines.

Financing Activities

As a result of the 2009 economic downturn, the Company limited 2009 capital expenditures to internally generated cash flow. In 2009, net cash provided by operations of continuing operations of $428.8 million exceeded net cash used in investing activities of continuing operations of $249.8 million by $179.0 million reflecting the strategy. Long-term debt and long-term note payable decreased by a net change of $41.2 million and short-term debt and note payable decreased by a net change of $49.9 million. In 2008, net cash provided by operations of continuing operations of $271.5 million was less than net cash used in investing activities of continuing operations of $357.0 million by $85.5 million. In 2008, long-term debt and long-term note payable increased by $245.2 million net and short-term debt and note payable decreased by $92.0 million.

In September 2009, Questar Pipeline issued $50.0 million of notes due February 2018 with a 5.40% effective interest rate and used the net proceeds to repay $42.0 million of long-term notes that matured in October 2009.

Questar's consolidated capital structure of continuing operations consisted of 48% combined short- and long-term debt and 52% common shareholders' equity at December 31, 2009, compared to 54% combined short- and long-term debt and 46% common shareholders' equity a year earlier. The Company has no long-term debt maturing until 2011 and as of the end of 2009 there was $266 million in unused availability under committed credit lines.

Questar issues commercial paper to meet short-term financing requirements. The Company maintains committed credit lines with banks to provide liquidity support. Credit commitments under the bank lines totaled $435.0 million at December 31, 2009, with no amounts borrowed. Commercial paper outstanding amounted to $169.0 million at December 31, 2009 compared with $231.1 million a year earlier. The table below sets forth credit ratings for Questar and its subsidiaries. The outlook associated with each rating is deemed stable by each rating agency:

	Moody's	Standard & Poor's
Questar Pipeline	A3	BBB+
Questar Gas	A3	BBB+
Questar commercial paper	P-2	A-2

Contractual Cash Obligations and Other Commitments

In the course of ordinary business activities, Questar enters into a variety of contractual cash obligations and other commitments. The following table summarizes the significant contractual cash obligations as of December 31, 2009:

11

	Payments Due by Year (recast)
	Total	2010	2011	2012	2013	2014	After 2014
	(in millions)
Long-term debt	$830.2	$       -	$182.0	$  91.5	$42.0	$      -	$514.7
Interest on fixed-rate long-term debt	439.9	52.2	46.6	37.9	31.8	31.6	239.8
Gas-purchase contracts	446.1	81.1	30.9	26.6	26.4	26.4	254.7
Transportation contracts	140.8	16.5	16.5	16.5	16.5	16.5	58.3
Operating leases	9.8	3.9	3.9	2.0	-	-	-
Drilling contracts	4.2	4.2	-	-	-	-	-
Total	$1,871.0	$157.9	$279.9	$174.5	$116.7	$74.5	$1,067.5

Critical Accounting Policies, Estimates and Assumptions

Questar's significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 of Part II of this Current Report on Form 8-K. The Company's consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. The preparation of consolidated financial statements requires management to make assumptions and estimates that affect the reported results of operations and financial position. The following accounting policies may involve a higher degree of complexity and judgment on the part of management.

Gas and Oil Reserves

Gas and oil reserve estimates require significant judgments in the evaluation of all available geological, geophysical, engineering and economic data. The data for a given field may change substantially over time as a result of numerous factors including, but not limited to, additional development activity, production history, and economic assumptions relating to commodity prices, production costs, severance and other taxes, capital expenditures and remediation costs. The subjective judgments and variances in data for various fields make these estimates less precise than other estimates included in the financial statement disclosures. See Note 16 to the consolidated financial statements included in Item 8 of Part II of this Current Report on Form 8-K for more information on the Company's estimated proved reserves.

Successful Efforts Accounting for Gas and Oil Operations

The Company follows the successful efforts method of accounting for cost-of-service gas- and oil activities. Under this method, the acquisition costs of proved and unproved properties, successful exploratory wells and development wells are capitalized. Other exploration costs, including geological and geophysical costs, the delay rental and administrative costs associated with unproved property and unsuccessful exploratory well costs are expensed. Costs to operate and maintain wells and field equipment are expensed as incurred. Wexpro's cost-of-service operations are contractually limited to a finite set of properties set forth in the Wexpro Agreement, therefore; the Company has not acquired unproved properties and exploratory activities.

Capitalized proved-property-acquisition costs are amortized by field using the unit-of-production method based on proved reserves. Capitalized development and exploratory-well costs are amortized similarly by field based on proved developed reserves. The calculation takes into consideration estimated future equipment dismantlement, surface restoration and property-abandonment costs, net of estimated equipment-salvage values. Other property and equipment are generally depreciated using the straight-line method over estimated useful lives or the unit-of-production method for certain processing plants. A gain or loss is generally recognized only when an entire field is sold or abandoned, or if the unit-of-production amortization rate would be significantly affected.

Revenue Recognition

Questar Gas estimates revenues on a calendar basis even though bills are sent to customers on a cycle basis throughout the month.

The company estimates unbilled revenues for the period from the date meters are read to the end of the month, using usage history and weather information. Approximately one-half month of revenues is estimated in any period. The gas costs and other variable costs are recorded on the same basis to ensure proper matching of revenues and expenses.

Questar Gas tariff provides for monthly adjustments to customer bills to approximate the impact of normal temperatures on non-gas revenues. Questar Gas estimates the weather-normalization adjustment for the unbilled revenue each month. The weather-normalization adjustment is evaluated each month and reconciled on an annual basis in the summer to agree with the amount billed to customers. In 2006, the PSCU approved a three-year pilot program for a conservation enabling tariff effective January 1, 2006, to promote energy conservation. Under the CET, Questar Gas non-gas revenues are decoupled from the volume of gas used by customers. The tariff specifies a margin per customer for each month with differences to be deferred and recovered from customers or refunded to customers through periodic rate adjustments. These adjustments are limited to five percent of non-gas revenues.

12

Rate Regulation

Regulatory agencies establish rates for the storage, transportation, distribution and sale of natural gas. The regulatory agencies also regulate, among other things, the extension and enlargement or abandonment of jurisdictional natural gas facilities. Regulation is intended to permit the recovery, through rates, of the cost of service, including a return on investment. Questar Gas and Questar Pipeline follow ASC 980 "Regulated Operations," that requires the recording of regulatory assets and liabilities by companies subject to cost-based regulation. The FERC, PSCU and PSCW have accepted the recording of regulatory assets and liabilities.

Employee Benefit Plans

The Company has defined-benefit pension, postretirement medical and life insurance plans covering a majority of its employees. The calculation of the Company's expense and liability associated with its benefit plans requires the use of assumptions that the Company deems to be critical. Changes in these assumptions can result in different expenses and liabilities and actual experience can differ from these assumptions.

Independent consultants hired by the Company use actuarial models to calculate estimates of pension and postretirement benefits expense. The models use key factors such as mortality estimations, liability discount rates, long-term rates of return on investments, rates of compensation increases, amortized gain or loss from investments and medical-cost trend rates. Management formulates assumptions based on market indicators and advice from consultants. The Company believes that the liability discount rate and the expected long-term rate of return on benefit plan assets are critical assumptions.

The assumed liability discount rate reflects the current rate at which the pension benefit obligations could effectively be settled. Management considers the rates of return on high-quality, fixed-income investments and compares those results with a bond-defeasance technique. The Company discounted its future pension liabilities using rates of 6.50% as of December 31, 2009 and 2008. A 0.25% decrease in the discount rate would increase the Company's 2010 estimated annual pension expense by about $1.7 million.

The expected long-term rate of return on benefit-plan assets reflects the average rate of earnings expected on funds invested or to be invested for purposes of paying pension benefits. The Company establishes the expected long-term rate of return at the beginning of each fiscal year giving consideration to the benefit plan's investment mix and historical and forecasted rates of return on these types of securities. The expected long-term rate of return determined by the Company was 7.5% as of January 1, 2009 and 8.0% as of January 1, 2008. The rate as of January 1, 2010, is 7.25%. Benefit plan expense typically increases as the expected long-term rate of return on plan assets decreases. A 0.25% decrease in the expected long-term rate of return causes an approximate $0.7 million increase in the 2010 qualified pension expense.

Recent Accounting Developments

Refer to Note 1 to the consolidated financial statements included in Item 8 of Part II of this Current Report on Form 8-K for a discussion of recent accounting developments.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Wexpro operations are subject to various government controls and regulation at the federal, state and local levels. Wexpro must obtain permits to drill and produce, maintain bonding requirements to drill and operate wells, submit and implement spill-prevention plans, and file notices relating to the presence, use, and release of specified contaminants incidental to gas and oil production. Wexpro is also subject to various conservation matters, including the regulation of the size of drilling and spacing units, the number of wells that may be drilled in a unit and the unitization or pooling of gas and oil properties. In addition, the Utah Division of Public Utilities has oversight responsibility and retains an outside reservoir-engineering consultant and a financial auditor to assess the prudence of Wexpro's activities.

Questar Pipeline’s primary market-risk exposures arise from changes in demand for transportation and storage services and competition from other pipelines. The demand for transportation and storage services will vary based on the market’s expectations about future volumes of natural gas likely to be produced in the basins served by Questar Pipeline and changes in market demand for natural gas. On some portions of its pipeline system the Company faces the risk that it will not be successful in recontracting capacity under favorable terms once existing contracts expire. Revenue may be reduced if market prices for NGL decline.

Questar Gas’s primary market risk exposures arise from changes in demand for natural gas and competition from other energy sources. The demand for natural gas will vary based on economic conditions, conservation efforts and prices. The temperature-adjusted usage per residential customer has decreased due to more energy efficient appliances and homes, and behavior changes in response to higher natural gas prices. The economic impact of this decline in usage per customer has been somewhat offset by the addition of new customers and the conservation-enabling tariff.

13

Credit Risk

Questar Pipeline requests credit support, such as letters of credit and cash deposits, from companies that pose unfavorable credit risks. All companies posing such concerns were current on their accounts at December 31, 2009. Questar Pipeline's largest customers include Questar Gas, Rockies Express Pipeline, EOG Resources, XTO Energy, Wyoming Interstate Pipeline, EnCana Marketing and PacifiCorp.

Questar Gas requires deposits from customers that pose unacceptable credit risks. No single customer accounted for a significant portion of revenue in 2009.

Interest-Rate Risk

The fair value of fixed-rate debt is subject to change as interest rates fluctuate. The Company's ability to borrow and the rates quoted by lenders can be adversely affected by the illiquid credit markets. The continuing operations of the Company had $831.2 million of fixed-rate long-term debt with a fair value of $895.0 million at December 31, 2009. A year earlier the Company had $821.8 million of fixed-rate long-term debt with a fair value of $813.9 million. If interest rates had declined 10%, fair value would increase to $920.7 million in 2009 and $843.6 million in 2008. The fair value calculations do not represent the cost to retire the debt securities. At December 31, 2009, the Company also had $52.9 million of subsidiary short-term debt and $169.0 million of floating-rate debt outstanding in the form of short-maturity commercial paper notes.

Climate-Change Risk

Federal and state courts and administrative agencies are considering the scope and scale of climate-change regulation under various laws pertaining to the environment, energy use and development, and greenhouse gas emissions. Questar's ability to access and develop new natural gas reserves may be restricted by climate-change regulation. Congress may enact legislation that would regulate greenhouse gas emissions through a cap-and-trade system under which emitters would be required to buy allowances for offsets of emissions of greenhouse gases. The EPA has adopted regulations for the measurement and reporting of greenhouse gases emitted from large facilities (25,000 tons/year of CO₂ equivalent) beginning in 2010. The first report is to be filed with the EPA by March 31, 2011. In addition, several of the states in which Questar operates are considering various greenhouse gas registration and reduction programs. Carbon dioxide regulation could increase the price of natural gas, r estrict access to or the use of natural gas, and/or reduce natural gas demand. Federal, state and local governments may also pass laws mandating the use of alternative energy sources, such as wind power and solar energy, which may reduce demand for natural gas. While future climate-change regulation is likely, it is too early to predict how this regulation will affect Questar's business, operations or financial results. It is uncertain whether Questar's operations and properties, all located in the Rocky Mountains are exposed to possible physical risks, such as severe weather patterns, due to climate change as a result of man-made greenhouse gases. However, management does not believe that such physical risks are reasonably likely to have a material effect on the company's financial condition or results of operations.

14

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Page No.

Financial Statements:

16

Consolidated Statements of Income, three years ended December 31, 2009

17

Consolidated Balance Sheets at December 31, 2009 and 2008

18

Consolidated Statements of Equity, three years ended December 31, 2009

19

Consolidated Statements of Cash Flows, three years ended December 31, 2009

20

23

Financial Statement Schedules:

Valuation and Qualifying Accounts, for the three years ended December 31, 2009

46

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or Notes thereto.

15

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Questar Corporation

We have audited the accompanying consolidated balance sheets of Questar Corporation as of December 31, 2009 and 2008, and the related consolidated statements of income, common shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits also included the financial statement schedule listed in the Index at Item 8. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Questar Corporation at December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, during 2009 the Company adopted a new accounting standard relating to the presentation of noncontrolling interests in consolidated subsidiaries and the Company adopted new oil and gas reserve estimation and disclosure requirements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Questar Corporation’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2010, expressed an unqualified opinion thereon.

/s/Ernst & Young LLP

Ernst & Young LLP

Salt Lake City, Utah

February 26, 2010, except for the effects of the reclassification of QEP Resources’ business as discontinued operations as described in Note 1 and Note 3, as to which the date is September 29, 2010.

16

QUESTAR CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
	Year Ended December 31,
	2009		2008	2007
	(recast)		(recast)	(recast)
	(in millions, except per share amounts)
REVENUES
Questar Gas	$  918.9	$  994.2		$  927.6
Questar Pipeline	173.2	176.6		131.0
Wexpro	17.8	31.1		21.6
Total Revenues	1,109.9	1,201.9		1,080.2
OPERATING EXPENSES
Cost of sales (excluding operating expenses shown separately)	331.4	457.4		461.0
Operating and maintenance	167.6	147.5		122.8
General and administrative	93.4	89.1		94.3
Production and other taxes	42.4	58.0		39.4
Depreciation, depletion and amortization	147.1	132.9		105.2
Impairment	-	14.0		-
Total Operating Expenses	781.9	898.9		822.7
Net gain (loss) from asset sales	0.2	4.3		(0.3)
Operating Income	328.2	307.3		257.2
Interest and other income	12.5	22.6		16.0
Income from unconsolidated affiliate	3.8	0.6		-
Interest expense	(59.6)	(63.9)		(48.1)
Income From Continuing Operations Before Income Taxes	284.9	266.6		225.1
Income taxes	(104.4)	(94.4)		(79.3)
INCOME FROM CONTINUING OPERATIONS	180.5	172.2		145.8
Discontinued operations, net of income taxes	215.4	520.6		361.6
Discontinued operations, noncontrolling interest	(2.6)	(9.0)		-
Total Discontinued Operations, Net Of Income Taxes	212.8	511.6		361.6
NET INCOME ATTRIBUTABLE TO QUESTAR	$ 393.3	$  683.8		$  507.4
Earnings Per Common Share Attributable To Questar
Basic from continuing operations	$1.03	$1.00		$0.84
Basic from discontinued operations	1.23	2.96		2.11
Basic total	$2.26	$3.96		$2.95
Diluted from continuing operations	$1.02	$0.98		$0.83
Diluted from discontinued operations	1.21	2.90		2.05
Diluted total	$2.23	$3.88		$2.88
Weighted average common shares outstanding
Used in basic calculation	174.1	172.8		172.0
Used in diluted calculation	176.3	176.1		175.9

See notes accompanying the consolidated financial statements

17

QUESTAR CORPORATION
CONSOLIDATED BALANCE SHEETS
	December 31,
	2009 (recast)	2008 (recast)
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$      11.5	$          -
Notes receivable	39.3	89.4
Federal income taxes receivable	3.3	13.5
Accounts receivable, net	119.5	132.3
Unbilled gas accounts receivable	86.9	95.8
Inventories at lower of average cost or market:
Gas stored underground	42.9	61.9
Materials and supplies	19.9	25.0
Regulatory assets	43.4	20.6
Prepaid expenses and other	8.6	8.4
Deferred income taxes - current	14.3	12.4
Current assets of discontinued operations	562.4	901.7
Total Current Assets	952.0	1,361.0
--
Property, Plant and Equipment - successful efforts method
of accounting for cost-of-service gas and oil properties	4,338.9	4,070.5
Accumulated depreciation, depletion and amortization	(1,625.3)	(1,507.3)
Net property, plant and equipment of discontinued operations	5,091.3	4,569.8
Net property, plant and equipment	7,804.9	7,133.0
--
Investment in Unconsolidated Affiliate	28.1	27.6
--
Other Assets
Goodwill	9.8	9.8
Regulatory assets	23.5	26.3
Other noncurrent assets, net	25.1	29.5
Noncurrent assets of discontinued operations	175.2	269.5
Total Other Assets	233.6	335.1
TOTAL ASSETS	$9,018.6	$8,856.7

18

QUESTAR CORPORATION
	December 31,
	2009 (recast)	2008 (recast)
	(in millions)
LIABILITIES AND EQUITY
Current Liabilities
Checks outstanding in excess of cash balances	$        -	$      1.2
Short-term debt	169.0	231.1
Notes payable	52.9	40.7
Accounts payables and accrued expenses	169.6	183.7
Production and other taxes	24.1	25.6
Customer advances	30.3	34.9
Interest payable	8.2	8.4
Regulatory liabilities	30.7	46.1
Current portion of long-term debt	-	42.0
Current liabilities of discontinued operations	584.2	695.2
Total Current Liabilities	1,069.0	1,308.9
--
Long-term debt, less current portion	831.2	779.8
Long-term note payable	-	50.0
Deferred income taxes	377.7	275.4
Asset retirement obligations	65.0	58.9
Defined benefit pension plan	166.4	205.2
Other postretirement benefits	40.5	44.8
Other long-term liabilities	87.5	95.4
Noncurrent liabilities of discontinued operations	2,824.2	2,590.8
Commitments and contingencies - Note 9
--
EQUITY
Common stock - without par value; 510.0 million shares authorized;
174.6 million outstanding at Dec. 31, 2009, and 173.6 million outstanding at Dec. 31, 2008	454.8	451.0
Retained earnings	3,077.7	2,772.3
Accumulated other comprehensive income (loss)	(30.3)	194.7
Total Common Shareholders' Equity	3,502.2	3,418.0
Noncontrolling interest of discontinued operations	54.9	29.5
Total Equity	3,557.1	3,447.5
TOTAL LIABILITIES AND EQUITY	$9,018.6	$8,856.7

See notes accompanying the consolidated financial statements

19

QUESTAR CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
	Common Stock Shares	Common Stock Amount	Retained Earnings		Accum Other Comprehensive Income (Loss)	Non-controlling Interest		Comprehensive Income
	(in millions)
Balances at December 31, 2006	171.8	$409.6		$1,750.2	$  45.7		$       -	$         -
Common stock issued	1.2	5.9		-	-		-	-
Common stock repurchased	(0.2)	(10.2)		-	-		-	-
2007 net income	-	-		507.4	-		-	507.4
Dividends paid ($0.485 per share)	-	-		(83.7)	-		-	-
Share-based compensation	-	12.9		-	-		-	-
Tax benefits from share-based compensation	-	11.1		-	-		-	-
Other comprehensive income
Change in unrealized fair value of derivatives	-	-		-	(156.1)		-	(156.1)
Change in unrecognized actuarial gain	-	-		-	39.1		-	39.1
Change in unrecognized prior-service costs	-	-		-	3.1		-	3.1
Income taxes	-	-		-	42.9		-	42.9
Total comprehensive income								$436.4
Balances at December 31, 2007	172.8	429.3		2,173.9	(25.3)		-	-
Common stock issued	1.1	7.1		-	-		-	-
Common stock repurchased	(0.3)	(15.3)		-	-		-	-
2008 net income	-	-		683.8	-		9.0	$692.8
Dividends paid ($0.4925 per share)	-	-		(85.4)	-		-	-
Share-based compensation	-	16.7		-	-		-	-
Tax benefits from share-based compensation	-	13.2		-	-		-	-
Consolidation of noncontrolling interest	-	-		-	-		29.8	-
Distribution to noncontrolling interest	-	-		-	-		(9.3)	-
Other comprehensive income
Change in unrealized fair value of derivatives	-	-		-	494.0		-	494.0
Change in unrecognized actuarial gain	-	-		-	(132.8)		-	(132.8)
Change in unrecognized prior-service costs	-	-		-	(13.9)		-	(13.9)
Income taxes	-	-		-	(127.3)		-	(127.3)
Total comprehensive income								$912.8
Balances at December 31, 2008	173.6	451.0		2,772.3	194.7		29.5	-
Common stock issued	1.2	16.3		-	-		-	-
Common stock repurchased	(0.2)	(7.2)		-	-		-	-
2009 net income	-	-		393.3	-		2.6	395.9
Dividends paid ($0.505 per share)	-	-		(87.9)	-		-	-
Share-based compensation	-	22.7		-	-		-	-
Tax benefits from share-based compensation	-	3.6		-	-		-	-
Noncontrolling interest equity adjustment	-	(28.5)		-	-		28.5	-
Tax on equity adjustment	-	(3.1)		-	-		-	-
Distribution to noncontrolling interest	-	-		-	-		(5.7)	-
Other comprehensive income
Change in unrealized fair value of derivatives	-	-		-	(405.1)		-	(405.1)
Change in unrecognized actuarial gain	-	-		-	44.5		-	44.5
Change in unrecognized prior-service costs	-	-		-	3.3		-	3.3
Income taxes	-	-		-	132.3		-	132.3
Total comprehensive income								$170.9
Balances at December 31, 2009	174.6	$454.8		$3,077.7	($30.3)		$54.9

See notes accompanying the consolidated financial statements

20

QUESTAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year Ended December 31,
	2009 (recast)	2008 (recast)	2007 (recast)
	(in millions)
OPERATING ACTIVITIES
Net income	$  395.9	$   692.8	$   507.4
Discontinued operations, net of income taxes	(215.4)	(520.6)	(361.6)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization	154.3	139.6	111.4
Deferred income taxes	82.1	57.3	16.1
Impairment	-	14.0	-
Share-based compensation	9.3	6.2	4.3
Net (gain) loss from asset sales	(0.2)	(4.3)	0.3
(Income) from unconsolidated affiliates	(3.8)	(0.6)	-
Distributions from unconsolidated affiliates	3.3	-	-
Other operating	-	(3.0)	-
Changes in operating assets and liabilities
Accounts receivable	21.7	(34.4)	5.2
Inventories	24.1	(24.9)	19.6
Prepaid expenses	(0.2)	(0.6)	(1.3)
Accounts payable and accrued expenses	(16.9)	(16.1)	12.1
Federal income taxes	10.2	(10.0)	4.8
Regulatory assets and liabilities	(38.2)	(23.2)	16.2
Other	2.6	(0.7)	(0.5)
Net Cash Provided By Operating Activities Of Continuing Operations	428.8	271.5	334.0
--
INVESTING ACTIVITIES
Property, plant and equipment	(299.8)	(322.0)	(559.4)
Unconsolidated affiliate	-	(27.0)	-
Cash used in disposition of assets	(2.0)	(3.7)	(1.3)
Proceeds from disposition of assets	1.8	26.4	8.7
Change in notes receivable	50.1	(31.8)	55.9
Other	0.1	1.1	1.4
Net Cash Used In Investing Activities Of Continuing Operations	(249.8)	(357.0)	(494.7)
--
FINANCING ACTIVITIES
Common stock issued	16.3	7.1	5.9
Common stock repurchased	(7.2)	(15.3)	(10.2)
Long-term debt issued, net of issuance costs	50.8	346.5	-
Long-term debt repaid	(42.0)	(151.3)	(10.0)
Change in long-term note payable	(50.0)	50.0	-
Change in short-term debt	(62.1)	(29.5)	220.6
Change in notes payable	12.2	(62.5)	33.4
Checks outstanding in excess of cash balances	(1.2)	1.2	-
Dividends paid	(87.9)	(85.4)	(83.7)

21

Tax benefits from share-based compensation	3.6	13.2	11.1
Net Cash Provided By (Used in) Financing Activities Of Continuing Operations	(167.5)	74.0	167.1
CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS	11.5	(11.5)	6.4
Cash provided by operations activities of discontinued operations	1,149.4	1,224.7	807.0
Cash used in investing activities of discontinued operations	(1,146.4)	(2,021.0)	(867.9)
Cash provided by (used in) financing activities of discontinued operations	(8.8)	818.7	44.1
Effect of change in cash and cash equivalents of discontinued operations	5.8	(22.4)	16.8
Change in cash and cash equivalents	11.5	(11.5)	6.4
Beginning cash and cash equivalents	-	11.5	5.1
Ending cash and cash equivalents	$    11.5	$         -	$   11.5
--
Supplemental Disclosure of Cash Paid During the Year for:
Interest	$59.0	$60.6	$54.2
Income taxes	6.4	35.7	48.6

See notes accompanying the consolidated financial statements

22

QUESTAR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Nature of Business

Questar Corporation (Questar or the Company) is a Rockies-based integrated natural gas company with three complementary lines of business:

- Wexpro Company (Wexpro) develops and produces natural gas from cost-of-service reserves for Questar Gas.

- Questar Pipeline Company (Questar Pipeline) operates interstate natural gas pipelines and storage facilities in the western

     United States and provides other energy services.

- Questar Gas Company (Questar Gas) provides retail natural gas distribution in Utah, Wyoming and Idaho.

Questar is headquartered in Salt Lake City, Utah. Shares of Questar common stock trade on the New York Stock Exchange (NYSE:STR).

Accounting Standards References

In July 2009 the Financial Accounting Standards Board (FASB) completed a revision of non-governmental U.S. generally accepted accounting principles (GAAP) into a single authoritative source and issued a codification of accounting rules and references. Authoritative standards included in the codification are designated by their Accounting Standards Codification (ASC) topical reference, and revised standards are designated as Accounting Standards Updates (ASU), with a year and assigned sequence number. The codification effort, while not creating or changing accounting rules, changed how users would cite accounting regulations. Citations in financial statements must identify the sections within the new codification. The codification is effective for interim and annual periods ending after September 15, 2009. The Company is complying with the new codification standards.

Principles of Consolidation

The consolidated financial statements contain the accounts of Questar and its majority-owned or controlled subsidiaries. The consolidated financial statements were prepared in accordance GAAP and with the instructions for Annual Reports on Form 10-K and Regulations S-X and S-K. All significant intercompany accounts and transactions have been eliminated in consolidation.

On January 1, 2009, Questar adopted "Noncontrolling Interests in Consolidated Financial Statements" (ASC 810-10-65-1) for the accounting, reporting and disclosure of noncontrolling interests. The new guidance requires that noncontrolling interest, previously known as minority interest, be clearly identified, labeled, and presented in the consolidated financial statements separate from the parent's equity; the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented in the consolidated income statement; changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently; and any retained noncontrolling equity investment in a former subsidiary be initially measured at fair value. The new provisions are applied prospectively from the date of adoption, except for the presentation and disclosure requirements, which are applied r etrospectively for all periods presented.

Effective May 18, 2010, Questar Market Resources, Inc., (Market Resources) a wholly-owned subsidiary of Questar Corporation (Questar or Company), merged with and into its newly-formed, wholly-owned subsidiary, QEP Resources, Inc. (QEP), a Delaware corporation in order to reincorporate in the State of Delaware (Reincorporation Merger). The Reincorporation Merger was effected pursuant to an Agreement and Plan of Merger entered into between Market Resources and QEP. The Reincorporation Merger was approved by the boards of directors of Market Resources and QEP and submitted to a vote of, and approved by, Questar, as sole shareholder of Market Resources, and by Market Resources, as sole shareholder of QEP on May 18, 2010.

On June 30, 2010, Questar distributed all of the shares of common stock of QEP held by Questar to Questar shareholders in a tax-free, pro rata dividend (the Spinoff). Each Questar shareholder received one share of QEP common stock for each one share of Questar common stock held (including fractional shares) at the close business on the record date. In connection therewith, QEP distributed Wexpro Company (Wexpro), a wholly-owned subsidiary of QEP, to Questar. In addition, Questar contributed $250.0 million of equity to QEP prior to the Spinoff.

The financial information presented in this Current Report on Form 8-K recasts QEP's financial condition and operating results as discontinued operations for all periods presented and reflects Wexpro's financial condition and operating results as a separate line of business. A summary of discontinued operations can be found in Note 3 to the consolidated financial statements in Item 8 of this Current Report on Form 8-K.

23

Investment in Unconsolidated Affiliate

Questar uses the equity method to account for its investment in an unconsolidated affiliate where it does not have control, but has significant influence. Generally, the investment in unconsolidated affiliate on the Company's consolidated balance sheets equals the Company's proportionate share of equity reported by the unconsolidated affiliate. Investment is assessed for possible impairment when events indicate that the fair value of the investment may be below the Company's carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in the determination of net income.

White River Hub, LLC, a limited liability company and FERC-regulated transporter of natural gas, is the single unconsolidated affiliate. Questar Pipeline owns 50% of White River Hub, LLC, and is the operator.

Use of Estimates

The preparation of consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. The Company also incorporates estimates of proved developed and proved gas and oil reserves in the calculation of depreciation, depletion and amortization rates of its gas and oil properties. Changes in estimated quantities of its reserves could impact the Company's reported financial results as well as disclosures regarding the quantities and value of proved gas and oil reserves. Actual results could differ from these estimates.

Revenue Recognition

Wexpro recognizes revenues in the period that services are provided or products are delivered. Wexpro recovers its costs and receives an unlevered, after-tax return of approximately 19-20% on its investment base. In accordance with the Wexpro Agreement, production from the gas properties operated by Wexpro is delivered to Questar Gas at Wexpro's cost of providing this service including a return on Wexpro's investment. Wexpro sells crude-oil production from certain oil-producing properties at market prices with the revenues used to recover operating expenses and to provide Wexpro a return on its investment. Any operating income remaining after recovery of expenses and Wexpro's return on investment is divided between Wexpro and Questar Gas, with Wexpro retaining 46%. Amounts received by Questar Gas from the sharing of Wexpro's oil income are used to reduce natural-gas costs to utility customers.

Wexpro's investment base is its investment in commercial wells and related facilities adjusted for working capital and reduced for deferred income taxes and depreciation. Revenue associated with the sale of gas and oil is accounted for using the sales method, whereby revenue is recognized as gas and oil is sold to purchasers. Wexpro may collect revenues subject to possible refunds and establish reserves pending final calculation of the after-tax return on investments, which is adjusted annually.

Questar Pipeline and subsidiaries recognize revenues in the period that services are provided. The straight fixed-variable rate design used by Questar Pipeline, which allows for recovery of substantially all fixed costs in the demand or reservation charge, reduces the earnings impact of volume changes on gas-transportation and storage operations. Rate-regulated companies may collect revenues subject to possible refunds and establish reserves pending final orders from regulatory agencies.

Questar Gas records revenues for gas delivered to residential and commercial customers but not billed as of the end of the accounting period. Unbilled gas deliveries are estimated for the period from the date meters are read to the end of the month. Approximately one-half month of revenue is estimated in any period. Gas costs and other variable costs are recorded on the same basis to ensure proper matching of revenues and expenses. Questar Gas tariff allows for monthly adjustments to customer bills to approximate the effect of abnormal weather on non-gas revenues. The weather-normalization adjustment significantly reduces the impact of weather on gas-distribution earnings. The Public Service Commission of Utah (PSCU) approved a "conservation enabling tariff" (CET), to promote energy conservation. Under the CET, Questar Gas non-gas revenues are decoupled from the volume of gas used by customers. The tariff specifies a margin per customer for each month with differences to be de ferred and recovered from customers or refunded to customers through periodic rate adjustments. Rate adjustments occur every six months under the CET program. The adjustments amortize deferred CET amounts over a 12-month period. These adjustments are limited to five percent of non-gas revenues.

Regulation

Wexpro manages and produces cost-of-service reserves for gas utility affiliate Questar Gas under the terms of the Wexpro Agreement, a long-standing comprehensive agreement with the states of Utah and Wyoming (see Note 10).

Questar Gas is regulated by the PSCU and the Public Service Commission of Wyoming (PSCW). The Idaho Public Utilities Commission has contracted with the PSCU for rate oversight of Questar Gas operations in a small area of southeastern Idaho. Questar Pipeline is regulated by the Federal Energy Regulatory Commission (FERC). These regulatory agencies establish rates for the storage, transportation and sale of natural gas. The regulatory agencies also regulate, among other things, the extension and enlargement or abandonment of jurisdictional natural gas facilities. Regulation is intended to permit the recovery, through rates, of the cost of service, including a return on investment.

24

The Company applies the regulatory accounting principles prescribed under ASC 980 "Regulated Operations" to the rate-regulated businesses. Under ASC 980, the Company records regulatory assets and liabilities that would not be recorded under GAAP for non-rate regulated entities. Regulatory assets and liabilities record probable future revenues or expenses associated with certain credits or charges that will be recovered from or refunded to customers through the rate-making process.

Questar Gas accounts for purchased-gas costs in accordance with procedures authorized by the PSCU and the PSCW. Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes. Questar Gas may hedge a portion of its natural gas supply to mitigate price fluctuations for gas-distribution customers. The regulatory commissions allow Questar Gas to record periodic mark-to-market adjustments for commodity-price derivatives in the purchased-gas-adjustment account. See Note 12 for a description and comparison of regulatory assets and liabilities as of December 31, 2009 and 2008.

Cash and Cash Equivalents

Cash equivalents consist principally of repurchase agreements with maturities of three months or less. In almost all cases, the repurchase agreements are highly liquid investments in overnight securities made through commercial-bank accounts that result in available funds the next business day.

Notes Receivable, Notes Payable and Long-term Note Payable

Questar centrally manages cash. Notes receivable, notes payable and long-term note payable represent pre-Spinoff interest bearing demand notes with former subsidiaries of Questar. Amounts loaned earn an interest rate that is identical to the interest rate paid amounts borrowed.

SEC's Modernization of Oil and Gas Reporting Requirements

In December 2008, the SEC issued Release No. 33-8995, "Modernization of Oil and Gas Reporting," which amends the oil and gas disclosures for oil and gas producers contained in Regulations S-K and S-X. The goal of Release No. 33-8995 is to provide investors with a more meaningful and comprehensive understanding of oil and gas reserves. The most significant amendments affecting the Company include the following: (i) economic producibility of reserves and discounted cash flows are to be based on the arithmetic average of the price on the first day of each month within the 12-month period prior to the end of the reporting period, unless contractual arrangements designate the price to be used; and (ii) reserves may be estimated and categorized through the use of reliable technologies. Release No. 33-8995 is effective for financial statements for fiscal years ending on or after December 31, 2009.

Property, Plant and Equipment

Property, plant and equipment balances are stated at historical cost. Maintenance and repair costs are expensed as incurred with the exception of compressor maintenance costs, which are capitalized and depreciated based on hours of usage in accordance with ASC 360-10-25-5.

Cost-of-service gas and oil operations

The successful efforts method of accounting is used for "cost-of-service" reserves developed and produced by Wexpro for gas utility affiliate Questar Gas. Cost-of-service reserves are properties for which the operations and return on investment are subject to the Wexpro Agreement (see Note 10). Under the successful efforts method, Wexpro capitalizes the costs of acquiring leaseholds, drilling development wells, drilling successful exploratory wells, purchasing related support equipment and facilities. Geological and geophysical studies and other exploratory activities are expensed as incurred. Costs of production and general-corporate activities are expensed in the period incurred. A gain or loss is generally recognized on assets as they are retired from service.

Contributions-in-aid-of construction

Customer contributions-in-aid-of construction reduce plant unless the amounts are refundable to customers. Contributions for main-line extensions may be refundable to customers if additional customers connect to the main-line segment within five years. Refundable contributions are recorded as liabilities until refunded or the five-year period expires without additional customer connections. Amounts not refunded reduce plant. Capital expenditures in the Consolidated Statements of Cash Flows are reported net of nonrefunded contributions.

Depreciation, depletion and amortization

Capitalized proved leasehold costs are depleted on a field-by-field basis using the unit-of-production method and the estimated proved gas and oil reserves. Oil and NGL volumes are converted to natural gas equivalents using the ratio of one barrel of crude oil, condensate or NGL to 6,000 cubic feet of natural gas. Capitalized costs of exploratory wells that have found proved gas and oil reserves and capitalized development costs less salvage values are depreciated using the unit-of-production method based on estimated proved developed reserves on a field basis. The Company capitalizes an estimate of the fair value of future abandonment costs associated with cost-of-service reserves and depreciates these costs using a unit-of-production method.

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Depreciation, depletion and amortization for the remaining Company properties is based upon rates that will systematically charge the costs of assets against income over the estimated useful lives of those assets using either a straight-line or unit-of-production method. Investment in gas-gathering and processing fixed assets is charged to expense using either the straight-line or unit-of-production method depending upon the facility.

Major categories of fixed assets in gas-distribution, transportation and storage operations are grouped together and depreciated on a straight-line method. Gains and losses on asset disposals are recorded as adjustments in accumulated depreciation. The Company has not capitalized future-abandonment costs on a majority of its long-lived gas-distribution and transportation assets due to a lack of a legal obligation to restore the area surrounding abandoned assets. In these cases, the regulatory agencies have opted to leave retired facilities in the ground undisturbed rather than excavate and dispose of the assets. The following represent average depreciation, depletion and amortization rates of the Company's capitalized costs:

	Year Ended December 31,
	2009	2008	2007
Cost-of-service gas and oil properties, per Mcfe	$1.44	$1.27	$1.09
Questar Pipeline transportation, storage and other energy services	3.5%	3.7%	3.4%
Questar Gas distribution plant	3.0%	3.1%	3.1%

Impairment of Long-Lived Assets

Proved gas and oil properties are evaluated on a field-by-field basis for potential impairment. Other properties are evaluated on a specific-asset basis or in groups of similar assets, as applicable. Impairment is indicated when a triggering event occurs and the sum of the estimated undiscounted future net cash flows of an evaluated asset is less than the asset's carrying value. Triggering events could include, but are not limited to, an impairment of gas and oil reserves caused by mechanical problems, faster-than-expected decline of reserves, lease-ownership issues, other-than-temporary decline in gas and oil prices and changes in the utilization of pipeline assets. If impairment is indicated, fair value is calculated using a discounted-cash flow approach. Cash flow estimates require forecasts and assumptions for many years into the future for a variety of factors, including commodity prices and operating costs.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the amount paid over the fair value of net assets acquired in a business combination and is not subject to amortization. Goodwill and indefinite lived intangible assets are tested for impairment at a minimum of once a year or when a triggering event occurs. If a triggering event occurs, the undiscounted net cash flows of the intangible asset or entity to which the goodwill relates are evaluated. Impairment is indicated if undiscounted cash flows are less than the carrying value of the assets. The amount of the impairment is measured using a discounted cash flow model considering future revenues, operating costs, a risk-adjusted discount rate and other factors.

Capitalized Interest and Allowance for Funds Used During Construction (AFUDC)

The Company capitalizes interest costs when applicable. The FERC, PSCU and PSCW require the capitalization of AFUDC during the construction period of rate-regulated plant and equipment. The Wexpro Agreement requires capitalization of AFUDC on cost-of-service construction projects, which is recorded in interest and other income. AFUDC on equity funds amounted to $2.6 million in 2009, $4.1 million in 2008 and $2.0 million in 2007 and increased interest and other income in the Consolidated Statements of Income. Interest expense was reduced by $1.2 million in 2009 and 2008 and $8.0 million in 2007.

Credit Risk

The Rocky Mountain region is the Company's primary market area. Exposure to credit risk may be affected by the concentration of customers in this region due to changes in economic or other conditions. Customers include individuals and numerous commercial and industrial enterprises that may react differently to changing conditions. Management believes that its credit-review procedures, loss reserves, customer deposits and collection procedures have adequately provided for usual and customary credit-related losses. Loss reserves are periodically reviewed for adequacy and may be established on a specific-case basis.

Bad debt expense associated with accounts receivable for the year ended December 31, amounted to $3.4 million in 2009, $6.6 million in 2008 and $2.5 million in 2007. The allowance for bad-debt expenses was $5.4 million at December 31, 2009 and $5.8 million at December 31, 2008. Questar Gas's retail-gas operations account for a majority of the bad debt expense. Questar Gas estimates bad debt expense as a percentage of general-service revenues with periodic adjustments. Uncollected accounts are generally written off six months after gas is delivered and interest is no longer accrued.

Income Taxes

Questar and its subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for the temporary differences arising between the book and tax-carrying amounts of assets and liabilities. These differences create taxable or tax-

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deductible amounts for future periods. Questar Gas and Questar Pipeline use the deferral method to account for investment tax credits as required by regulatory commissions. The Company records interest earned on income tax refunds in interest and other income and records penalties and interest charged on tax deficiencies in interest expense.

ASC 740 "Income Taxes" specifies the accounting for uncertainty in income taxes by prescribing a minimum recognition threshold for a tax position to be reflected in the financial statements. If recognized, the tax benefit is measured as the largest amount of tax benefit that is more-likely-than-not to be realized upon ultimate settlement. Management has considered the amounts and the probabilities of the outcomes that could be realized upon ultimate settlement and believes that it is more-likely-than-not that the Company's recorded income tax benefits will be fully realized. There were no unrecognized tax benefits at the beginning or at the end of the twelve-month periods ended December 31, 2009, 2008 and 2007. Income tax returns for 2006 and subsequent years are subject to examination.

Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net income attributable to Questar by the weighted-average number of common shares outstanding during the reporting period. Diluted EPS includes the potential increase in the number of outstanding shares that could result from the exercise of in-the-money stock options. During the first quarter of 2009, the Company adopted the updated provisions of ASC 260, "Earnings Per Share." ASC 260 addresses whether instruments granted in share-based payment transactions are participating securities and therefore have a potential dilutive effect on EPS. The adoption was applied retrospectively and did not have a material effect on the Company's EPS calculations. See Note 2 for further discussion on EPS.

Share-Based Compensation

Questar issues stock options and restricted shares to certain officers, employees and non-employee directors under its Long-Term Stock Incentive Plan (LTSIP). Since January 1, 2006, the fair value of stock options is expensed during the vesting period. The Company uses the Black-Scholes-Merton mathematical model in estimating the fair value of stock options for accounting purposes. The granting of restricted shares results in recognition of compensation cost measured at the grant-date market price. Questar uses an accelerated method in recognizing share-based compensation costs with graded-vesting periods. See Note 12 for further discussion on share-based compensation.

Comprehensive Income

Comprehensive income is the sum of net income attributable to Questar as reported in the Consolidated Statements of Income and other comprehensive income (loss). As reported in the Consolidated Statements of Equity, other comprehensive income (loss) includes changes in the market value of commodity-based derivative instruments and recognition of the under-funded position of pension and other postretirement benefit plans. These transactions are not the culmination of the earnings process but result from periodically adjusting historical balances to fair value. Income or loss is recognized when the pension or other postretirement benefit costs are accrued. Accumulated comprehensive income (loss) attributable to Questar is shown below:

	December 31,
	2009	2008
	(in millions)
Discontinued operations, unrealized gain on derivatives	$   87.1	$341.6
Pension liability	(104.5)	(129.5)
Postretirement benefits liability	(12.9)	(17.4)
Accumulated other comprehensive income (loss)	($ 30.3)	$194.7

Income taxes allocated to each component of other comprehensive income (loss) for the year are shown in the table below: Expenses are in parentheses.

	Year Ended December 31,
	2009	2008	2007
	(in millions)
Discontinued operations, unrealized gain (loss) on derivatives	$150.6	($183.4)	$59.0
Pension liability	(15.5)	50.8	(13.2)
Postretirement benefits liability	(2.8)	5.3	(2.9)
Income taxes	$132.3	($127.3)	$42.9

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Business Segments

Line of business information is presented according to senior management's basis for evaluating performance considering differences in the nature of products, services and regulation. Certain intersegment sales include intercompany profit.

Recent Accounting Developments

ASC 810 "Consolidation"

In June 2009, the FASB issued new guidance that was codified in ASC 810 "Consolidation," amending previous guidance by addressing the effects of eliminating the qualifying special-purpose entity (QSPE) concept and responding to concerns about the application of certain key provisions regarding consolidation of variable interest entities (VIEs), including concerns over the transparency of enterprises' involvement with VIEs. The new guidance is effective for interim and annual periods for calendar year-end companies beginning on January 1, 2010. The Company is evaluating if the new guidance will affect its income, financial position, or cash flow.

All dollar and share amounts in this Current Report on Form 8-K are in millions, except per-share information and where otherwise noted.

Note 2 - Earnings Per Share

Earnings Per Share

Basic EPS is computed by dividing net income attributable to Questar by the weighted-average number of common shares outstanding during the reporting period. Diluted EPS includes the potential increase in the number of outstanding shares that could result from the exercise of in-the-money stock options. During the first quarter of 2009, the Company adopted the updated provisions of ASC 260, "Earnings Per Share." ASC 260 addresses whether instruments granted in share-based payment transactions are participating securities and therefore have a potential dilutive effect on EPS. The adoption was applied retrospectively and did not have a material effect on the Company's EPS calculations. A reconciliation of the components of basic and diluted shares used in the EPS calculation follows:

	Year Ended December 31,
	2009	2008	2007
	(in millions)
Weighted-average basic common shares outstanding	174.1	172.8	172.0
Potential number of shares issuable under the LTSIP	2.2	3.3	3.9
Average diluted common shares outstanding	176.3	176.1	175.9

In the past three years, Questar had the ability to issue shares under the terms of the Dividend Reinvestment and Stock Purchase Plan, Employee Investment Plan and Long-Term Stock Incentive Plan.

Dividend Reinvestment and Stock Purchase Plan (Reinvestment Plan)

The Reinvestment Plan allows parties interested in owning Questar common stock to reinvest dividends or invest additional funds in common stock. The Company can issue new shares or buy shares in the open market to meet shareholders' purchase requests. The Company issued 181,508 shares in 2009 and relied on open market purchases to meet 2008 and 2007 distributions. At December 31, 2009, 1,592,969 shares were reserved for future issuance.

Long-Term Stock Incentive Plan

Questar issues stock options and restricted shares to certain officers, directors, and employees under its LTSIP. Stock options for participants have terms ranging from five to ten years with a majority issued with a seven to ten-year term. Options held by employees generally vest in three or four equal, annual installments. Options granted to non-employee directors generally vest in one installment six months after grant. Restricted shares vest in equal installments over a specified number of years after the grant date with the majority vesting in three or four years. Nonvested restricted shares have voting and dividend rights; however, sale or transfer is restricted. Options and restricted shares issued prior to February 2006 vest on an accelerated basis in the event of a qualified termination, such as retirement, and have postretirement exercise periods. For a summary of LTSIP transactions see Note 12 - Share-Based Compensation.

Note 3 - Discontinued Operations

QEP operations are reflected as discontinued operations in this Current Report on Form 8-K and summarized below:

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		Year Ended December 31,
		2009	2008	2007
		(in millions, except per share amounts)
	Revenues	$1,972.5	$2,318.8	$1,688.1
	Operating income	585.5	933.2	584.1
	--
	Discontinued operations, net of income taxes	215.4	520.6	361.6
	Discontinued operations, noncontrolling interest	(2.6)	(9.0)	-
	Total discontinued operations, net of income taxes	$   212.8	$   511.6	$   361.6
Earnings Per Common Share Attributable To Questar
Basic from discontinued operations		$1.23	$2.96	$2.11
Diluted from discontinued operations		1.21	2.90	2.05

Note 4 - Property, Plant and Equipment

The details of property, plant and equipment and accumulated depreciation, depletion and amortization follow:

	December 31,
	2009 (recast)	2008 (recast)
	(in millions)
Property, plant and equipment
Wexpro	$1,022.5	$   911.5
Questar Pipeline	1,589.8	1,507.7
Questar Gas	1,721.9	1,646.8
Corporate	4.7	4.5
Total property, plant and equipment	4,338.9	4,070.5
Accumulated depreciation, depletion and amortization
Wexpro	428.6	374.9
Questar Pipeline	502.5	471.4
Questar Gas	690.4	657.3
Corporate	3.8	3.7
Total accumulated depreciation, depletion and amortization	1,625.3	1,507.3
Net Property, Plant and Equipment	$2,713.6	$2,563.2

Questar Pipeline impairment expense amounted to $14.0 million in 2008. Questar Pipeline impaired the entire $10.6 million investment in a potential salt cavern storage project located in southwestern Wyoming in the second quarter of 2008 based on a technical and economic evaluation of the project. In the fourth quarter of 2008, Questar Pipeline also took a $3.4 million pre-tax charge for impairment of certain costs associated with the California segment of its Southern Trails Pipeline. There were no impairments at Questar Pipeline in 2009.

Note 5 - Asset Retirement Obligations

Questar records asset retirement obligations (ARO) when there are legal obligations associated with the retirement of tangible long-lived assets. At Questar, ARO apply primarily to abandonment costs associated with gas and oil wells, production facilities and certain other properties. The fair value of retirement costs are estimated by Company personnel based on abandonment costs of similar properties available to field operations and depreciated over the life of the related assets. Revisions to ARO estimates result from changes in expected cash flows or material changes in estimated retirement costs. Income or expense resulting from the settlement of ARO liabilities is included in net gain or (loss) from asset sales on the Consolidated Statements of Income. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted risk-free interest rate. Changes in ARO were as follows:

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	2009 (recast)	2008 (recast)
	(in millions)
ARO liability at January 1,	$58.9	$52.6
Accretion	3.3	3.1
Liabilities incurred	0.7	2.0
Revisions	2.4	1.5
Liabilities settled	(0.3)	(0.3)
ARO liability at December 31,	$65.0	$58.9

Wexpro collects from Questar Gas and deposits in trust certain funds related to estimated ARO costs. The funds are recorded in other noncurrent assets on the Consolidated Balance Sheets and used to satisfy retirement obligations as the properties are abandoned. The accounting treatment of reclamation activities associated with ARO for properties administered under the Wexpro Agreement is defined in a guideline letter between Wexpro and the Utah Division of Public Utilities and the staff of the PSCW.

Note 6 - Fair Value Measurements

Beginning in 2008, Questar adopted the effective provisions of ASC 820 "Fair Value Measurements and Disclosures." ASC 820 defines fair value in applying GAAP, establishes a framework for measuring fair value and expands disclosures about fair-value measurements. ASC 820 does not change existing guidance as to whether or not an instrument is carried at fair value. ASC 820 establishes a fair-value hierarchy. Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

Questar primarily applies the market approach for recurring fair value measurements and maximizes its use of observable inputs and minimizes its use of unobservable inputs. Questar considers bid and ask prices for valuing the majority of its assets and liabilities measured and reported at fair value. In addition to using market data, Questar makes assumptions in valuing its assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the valuation technique.

In February 2008, the FASB delayed the effective date of ASC 820 for one year for certain nonfinancial assets and nonfinancial liabilities, except those recognized or disclosed at fair value in the financial statements on a recurring basis. On January 1, 2009, Questar adopted, without material impact on the Consolidated Financial Statements, the delayed provisions of ASC 820 related to nonfinancial assets and nonfinancial liabilities that are not required or permitted to be measured at fair value on a recurring basis. Questar did not have any assets or liabilities measured at fair value on a non-recurring basis at December 31, 2009.

The following table discloses the carrying amount and related fair value of certain financial instruments not disclosed in other notes to the Consolidated Financial Statements in this Current Report on Form 8-K:

	Carrying	Estimated	Carrying	Estimated
	Amount	Fair Value	Amount	Fair Value
	December 31, 2009 (recast)		December 31, 2008 (recast)
	(in millions)
Financial assets
Cash and cash equivalents	$    11.5	$    11.5	$        -	$       -
Notes receivable	39.3	39.3	89.4	89.4
Long-term investment	11.7	11.7	9.9	9.9
Financial liabilities
Checks outstanding in excess of cash balances	-	-	1.2	1.2
Short-term debt	169.0	169.0	231.1	231.1
Notes payable	52.9	52.9	40.7	40.7
Long-term debt including current portion	831.2	895.0	821.8	813.9
Long-term note payable	-	-	50.0	50.0

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The carrying amounts of cash and cash equivalents, notes receivable, checks outstanding in excess of cash balances, notes payable, short-term debt and long-term note payable approximate fair value. The fair value of fixed-rate long-term debt is based on the discounted present value of cash flows using the Company's current credit-risk adjusted borrowing rates. Notes receivable, notes payable and long-term note payable represent borrowing transactions between Questar and pre-Spinoff affiliated companies. The long-term investment consists of money market and short-term bond index mutual funds, and represent funds held in Wexpro's trust (see Note 5). The fair value of the long-term investment is based on quoted prices for the underlying mutual funds, and is considered a Level 1 fair value.

Note 7 - Debt

The Company has short-term line-of-credit commitments from several banks under which it may borrow up to $435.0 million at December 31, 2009. These credit lines have interest-rate options generally below the prime interest rate. Commercial-paper borrowings with initial maturities of less than one year are backed by these short-term line-of-credit arrangements. These credit arrangements carry annual facility or commitment fees on the unused balance. The details of short-term debt are as follows:

	December 31,
	2009	2008
	(in millions)
Commercial paper with variable-interest rates	$169.0	$151.1
Weighted-average interest rate	0.31%	4.59%
Short-term bank debt with variable-interest rates	-	$  80.0
Weighted-average interest rate	-	2.34%

Questar centrally manages cash. Notes payable and long-term note payable represent pre-Spinoff interest-bearing-demand notes with former subsidiaries of Questar. Amounts loaned earn an interest rate that is identical to the interest rate paid on amounts borrowed. The details of notes payable and long-term note payable are as follows:

	December 31,
	2009	2008
	(in millions)
Notes payable with variable-interest rates	$52.9	$40.7
Weighted-average interest rate	0.66%	3.39%
Long-term note payable with variable-interest rates	-	$50.0
Weighted-average interest rate	-	3.39%

All short-term and long-term notes and the term-bank loan are unsecured obligations and rank equally with all other unsecured liabilities. The terms of the Questar Pipeline and Questar Gas long-term debt obligations do not have dividend-payment restrictions.

In September 2009, Questar Pipeline issued $50.0 million of notes due February 2018 with a 5.40% effective interest rate and used the net proceeds to repay $42.0 million of long-term notes that matured in October 2009. The details of long-term debt are as follows:

	December 31,
	2009	2008
	(in millions)
Questar Pipeline
Medium-term notes 6.45% to 7.55%, due 2011 to 2018	$210.2	$252.2
5.83% notes due 2018	250.0	200.0
Questar Gas
Medium-term notes 5.02% to 6.91%, due 2011 to 2018	220.0	220.0
6.30% notes due 2018	50.0	50.0
7.20% notes due 2038	100.0	100.0
Total long-term debt outstanding	830.2	822.2

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Less current portion	-	(42.0)
Less unamortized-debt discount	(0.3)	(0.4)
Plus unamortized-debt premium	1.3	-
Total long-term debt	$831.2	$779.8

Maturities of long-term debt for the five years following December 31, 2009, are $182.0 million in 2011, $91.5 million in 2012 and $42.0 million in 2013.

Note 8 - Income Taxes

Details of Questar's income tax expense and deferred income taxes from continuing operations are provided in the following tables. The components of income tax expense were as follows:

	Year Ended December 31,
	2009	2008	2007
	(in millions)
Federal
Current	$19.7	$37.1	$58.8
Deferred	77.5	54.2	16.0
State
Current	2.6	-	4.6
Deferred	5.0	3.5	0.3
Deferred investment tax credits recognized	(0.4)	(0.4)	(0.4)
	$104.4	$94.4	$79.3

The difference between the statutory federal income tax rate and the Company's effective income tax rate is explained as follows:

	Year Ended December 31,
	2009	2008	2007
Federal income taxes statutory rate	35.0%	35.0%	35.0%
Increase (decrease) in rate as a result of:
State income taxes, net of federal income tax benefit	1.7	0.9	1.4
Domestic production benefit	-	-	(0.5)
Other	(0.1)	(0.5)	(0.7)
Effective income tax rate	36.6%	35.4%	35.2%

Significant components of the Company's deferred income taxes were as follows:

	December 31,
	2009	2008
	(in millions)
Deferred tax liabilities
Property, plant and equipment	$456.7	$371.0
Deferred tax assets
Employee benefits and compensation costs	79.0	95.6
Deferred income taxes - noncurrent	$377.7	$275.4
Deferred income taxes - current asset	$  14.3	$  12.4

Note 9 - Commitments and Contingencies

Questar is involved in various commercial and regulatory claims and litigation and other legal proceedings that arise in the ordinary course of its business. Management does not believe any of them will have a material adverse effect on the Company's

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financial position, results of operations or cash flows. A liability is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome. Disclosures are provided for contingencies reasonably likely to occur which would have a material adverse effect on the Company's financial position, results of operations or cash flows. Some of the claims involve highly complex issues relating to liability, damages and other matters subject to substantial uncertainties and, therefore, the probability of liability or an estimate of loss cannot be reasonably determined.

Commitments

Historically, 40 to 50% of Questar Gas gas-supply has been provided by cost-of-service reserves developed and produced by Wexpro. In 2009, Questar Gas purchased the remainder of its gas supply from multiple third-parties under index-based or fixed-price contracts. Questar Gas has commitments to purchase gas for $81.1 million in 2010, $30.9 million in 2011, $26.6 million in 2012, $26.4 million in 2013 and $26.4 million in 2014 based on current prices. Generally, at the conclusion of the heating season and after a bid process, new agreements for the next heating season are put in place. Questar Gas bought natural gas under purchase agreements amounting to $225.3 million in 2009, $395.5 million in 2008 and $374.8 million in 2007. In addition, Questar Gas has contracted for underground storage. Questar Gas stores gas during off-peak periods (typically during the summer) and withdraws gas from storage to meet peak-gas demand (typically in the winter).

Questar Gas has third-party transportation commitments requiring yearly payments of $16.5 million through 2014 and $58.3 million in the years thereafter.

The Company is committed to lease its headquarters building through January 12, 2012 and committed to a $3.9 million annual rent payment. Rental expense amounted to $3.5 million in 2009, $3.4 million in 2008 and $3.2 million in 2007. Minimum future payments under the terms of long-term operating leases for the Company's primary office locations are $3.9 million for 2010 and 2011, dropping to $2.0 million in 2012.

Wexpro has a $4.2 million well-drilling commitment in 2010.

Note 10 - Wexpro Agreement

Wexpro's operations are subject to the terms of the Wexpro Agreement. The agreement was effective August 1, 1981, and sets forth the rights of Questar Gas to receive certain benefits from Wexpro's operations. The agreement was approved by the PSCU and PSCW in 1981 and affirmed by the Supreme Court of Utah in 1983. Major provisions of the agreement are as follows.

a. Wexpro conducts gas-development drilling on a finite group of productive gas properties, as defined in the agreement, and bears any costs of dry holes. Natural gas produced from successful drilling on these properties is delivered to Questar Gas. Wexpro is reimbursed for the costs of producing the natural gas plus a return on its investment in successful wells. The after-tax return allowed Wexpro is adjusted annually and is approximately 20.5%.

b. Wexpro operates certain natural gas properties for Questar Gas. Wexpro is reimbursed for its costs of operating these properties, including a rate of return on any investment it makes. This after-tax rate of return is adjusted annually and is approximately 12.5%.

c. Crude-oil production from certain oil-producing properties is sold at market prices with the revenues used to recover operating expenses and to provide Wexpro a return on its investment. The after-tax rate of return on investments in these properties is adjusted annually and is approximately 12.5%. Any operating income remaining after recovery of expenses and Wexpro's return on investment is divided between Wexpro and Questar Gas, with Wexpro retaining 46%.

d. Wexpro conducts developmental-oil drilling on productive oil properties and bears any costs of dry holes. Oil discovered from these properties is sold at market prices with the revenues used to recover operating expenses and to give Wexpro a return on its investment in successful wells. The after-tax rate of return is adjusted annually and is approximately 17.5%. Any operating income remaining after recovery of expenses and Wexpro's return on investment is divided between Wexpro and Questar Gas with Wexpro retaining 46%. Questar Gas received oil-income sharing of $1.0 million in 2009, $6.1 million in 2008 and $4.9 million in 2007.

e. Amounts received by Questar Gas from the sharing of Wexpro's oil income are used to reduce natural-gas costs to utility customers.

Wexpro's net investment base and the yearly average rate of return for 2009 and the previous two years are shown in the table below:

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	2009	2008	2007
Wexpro's net investment base (in millions)	$431.9	$410.6	$300.4
Average annual rate of return (after tax)	19.9%	19.9%	19.9%

Note 11 - Rate Regulation

Questar Gas Rate Changes

Questar Gas filed a general rate case in Utah in December 2009, requesting an allowed return on equity of 10.6%, an increase in rates of $17.2 million, a mechanism to adjust rates for investment in feeder line replacement, and a continuation of the CET.

Questar Gas filed a general rate case in Utah in December 2007. The PSCU allowed Questar Gas to increase it's non-gas distribution revenues by an annualized $12.0 million beginning August 15, 2008 and authorized a 10.0% return on equity. Questar Gas filed a general rate case in Wyoming in August 2008. The PSCW authorized a 10.5% return on equity.

In January 2007 the PSCU approved a demand-side management program (DSM) effective January 1, 2007. Under the DSM, Questar Gas encourages the conservation of natural gas through advertising, rebates for efficient homes and appliances, and energy audits. The costs related to the DSM are deferred and recovered from customers through periodic rate adjustments. Questar Gas received revenues for recovery of DSM costs amounting to $26.9 million in 2009 compared with $6.6 million in 2008. As of December 31, 2009, Questar Gas had a regulatory asset of $40.6 million for DSM costs to be recovered from customers.

In October 2006, the PSCU approved a three-year pilot program for a conservation enabling tariff (CET) effective January 1, 2006, to promote energy conservation. Under the company's prior rate structure, non-gas revenues declined when average temperature-adjusted usage per customer declined while non-gas revenues increased when average temperature-adjusted usage per customer increased. Under the CET, Questar Gas non-gas revenues are decoupled from the temperature-adjusted usage per customer. The tariff specifies a margin per customer for each month with differences to be deferred and recovered from customers or refunded to customers through periodic rate adjustments. These adjustments are limited to five percent of distribution non-gas revenues. Under the CET, Questar Gas recorded a $4.0 million revenue decrease in 2009 compared with a $1.0 million increase in 2008. In late 2007, the PSCU ordered a continuation of the CET program for an additional two years.

Regulatory Assets and Liabilities

The Company has recorded regulatory assets and liabilities under the guidance of ASC 980 "Regulated Operations." The rate-regulated entities recover the costs of assets but do not generally receive a return on these assets.

Following is a description of the Company's regulatory assets:

-

Gains and losses on the reacquisition of debt by rate-regulated companies are deferred and amortized as interest expense over the would-be remaining life of the reacquired debt. The reacquired debt costs had a weighted-average life of approximately 10.0 years as of December 31, 2009.

-

The CET asset (liability) represents actual revenues received that are less than (in excess of) the allowed revenues. These amounts are recovered (refunded) through periodic rate adjustments.

-

The DSM program liability represents funds available for the program that exceed amounts expended to date. These amounts are refunded through periodic rate adjustments.

-

The costs of complying with pipeline-integrity regulations are recovered in rates subject to a PSCU order. Questar Gas is allowed to recover $5.1 million per year. Costs incurred in excess of this amount will be recovered in future rate changes.

-

Questar Gas has a regulatory asset that represents future expenses related to abandonment of Wexpro operated gas and oil wells. The regulatory asset will be reduced over an 18 year period following an amortization schedule that commenced January 1, 2003, or as cash is paid to plug and abandon wells.

-

Production taxes on cost-of-service gas production are recorded when the gas is produced and recovered from customers when taxes are paid, generally within 12 months.

-

The rate-regulated businesses are allowed to recover certain deferred taxes from customers over the life of the related property, plant and equipment.

-

Questar Pipeline has regulatory assets and liabilities for gas imbalances, fuel over or under recovery, and sharing of interruptible revenues with firm customers.

A list of regulatory assets follows:

34

	December 31,
	2009	2008
	(in millions)
Current regulatory assets
Demand side management	$40.6	$17.8
Deferred production taxes	2.7	2.8
Other	0.1	-
Total	$43.4	$20.6
Long-term regulatory assets
Cost of reacquired debt	$11.1	$12.2
Questar Gas pipeline integrity costs	5.8	7.0
Asset retirement obligations - cost-of-service gas wells	3.3	3.6
Income taxes recoverable from customers	1.9	2.2
Other	1.4	1.3
Total	$23.5	$26.3

A list of regulatory liabilities follows:

	December 31,
	2009	2008
	(in millions)
Current regulatory liabilities
Purchased-gas adjustment	$22.1	$45.8
Conservation enabling tariff	5.1	0.3
Gas imbalance	3.2	-
Other	0.3	-
Total	$30.7	$46.1

Following is a description of the Company's regulatory liabilities:

-

Purchased-gas costs that are different from those provided for in present rates are accumulated and recovered or credited through future rate changes.

-

A regulatory liability has been recorded for the collection of postretirement medical costs allowed in rates which exceed actual charges.

-

Income taxes refundable to customers arise from adjustments to deferred taxes.

Long-term regulatory liabilities are included with other long-term liabilities in the Consolidated Balance Sheets. A list of long-term regulatory liabilities follows:

	December 31,
	2009	2008
	(in millions)
Long-term regulatory liabilities
Postretirement medical	$6.2	$5.8
Income taxes refundable to customers	1.1	1.3
Total	$7.3	$7.1

Note 12 - Share-Based Compensation

Questar issues stock options and restricted shares to certain officers, employees and non-employee directors under its LTSIP. To generally preserve the potential benefits under the LTSIP prior to the Spinoff, stock options and restricted share awards outstanding as of June 30, 2010, were adjusted and bifurcated into stock options and restricted share awards for both Questar and

35

QEP, respectively. The exercise price of options and the grant-day prices of restricted shares were recast using the ratio of the June 30, 2010, closing prices of Questar, $14.66 or 32.23%, and QEP, $30.83 or 67.77%.

Questar recognizes expense over time as the stock options or restricted shares vest. Share-based compensation expense amounted to $9.3 million in 2009 compared to $6.2 million in 2008 and $4.3 million in 2007. Deferred share-based compensation, representing the nonvested value of restricted share awards, amounted to $5.2 million at December 31, 2009, and $5.3 million at December 31, 2008. Deferred share-based compensation is included in common stock on the Consolidated Balance Sheets. Cash flow from income tax benefits in excess of recognized compensation expense amounted to $3.6 million in 2009, $13.2 million in 2008 and $11.1 million in 2007. There were 8,253,083 shares available for future grant at December 31, 2009.

The Company uses the Black-Scholes-Merton mathematical model in estimating the fair value of stock options for accounting purposes. Fair-value calculations rely upon subjective assumptions used in the mathematical model and may not be representative of future results. The Black-Scholes-Merton model was intended for measuring the value of options traded on an exchange. The calculated fair value of options granted and major assumptions used in the model at the date of grant are listed below:

	2009	2008	2007
	Range of Stock Option Variables	Stock Option Input Variables	Stock Option Input Variables
Fair value of options at grant date (recast)	$10.01 - $11.40	$17.35	$13.24
Risk-free interest rate	1.78% - 2.51%	3.20%	4.77%
Expected price volatility	28.1% - 29.9%	32.3%	22.4%
Expected dividend yield	1.39% - 1.61%	1.72%	1.14%
Expected life in years	5.0 - 5.0	5.0	5.2

Unvested stock options increased by 484,332 shares to 794,332 in 2009. Stock-option transactions under the terms of the LTSIP and recast for the effects of the Spinoff are summarized for the three years ended December 31, 2009, below:

	Options Outstanding (recast)	Price Range (recast)	Weighted Average Price (recast)
Balance at January 1, 2007	4,079,696	$2.42 -   $12.43	$4.39
Granted	80,000	13.24	13.24
Exercised	(743,643)	2.42 -   4.52	4.12
Transfers	16,064	3.45	3.45
Balance at December 31, 2007	3,432,117	2.42 - 13.24	4.65
Granted	30,000	17.35	17.35
Exercised	(680,572)	2.42 -  4.52	3.29
Transfers	58,210	2.42- 4.52	4.87
Balance at December 31, 2008	2,839,755	2.42 - 17.35	5.12
Granted	511,000	10.01 - 11.40	11.17
Exercised	(342,756)	2.42 - 4.52	2.71
Transfer	(6,000)	3.70 - 4.37	4.25
Balance at December 31, 2009	3,001,999	$2.42 - $17.35	$6.42

Options Outstanding (recast)				Options Exercisable (recast)		Unvested Options (recast)
Range of exercise prices	Number outstanding at Dec. 31, 2009	Weighted-average remaining term in years	Weighted-average exercise price	Number exercisable at Dec. 31, 2009	Weighted-average exercise price	Number unvested at Dec. 31, 2009	Weighted- average exercise price
$2.42  –   3.86	449,764	1.9	$3.55	449,764	$3.55	-	-
4.37   –   4.79	1,616,961	2.5	4.14	1,616,961	4.14	-	-
$7.84 – $17.35	935,274	5.2	11.49	140,942	10.47	794,332	11.86
	3,001,999	3.3	$6.34	2,207,667	$4.42	794,332	$11.86

36

Restricted shares are valued at the grant-date market price and amortized to expense over the vesting period. Most restricted share grants vest in equal installments over a three or four year period from the grant date. The weighted average vesting period of unvested restricted shares at December 31, 2009, was 14 months. Transactions involving restricted shares under the terms of the LTSIP and recast for the effects of the Spinoff for the three years ended December 31, 2009, are summarized below:

	Restricted Shares Outstanding (recast)	Price Range (recast)	Weighted Average Price (recast)
Balance at January 1, 2007	290,072	$4.37 -  $12.97	$8.38
Granted	84,116	13.24 -   17.57	13.33
Forfeited	(2,000)	11.84 -   13.24	12.54
Distributed	(85,156)	4.37 -   12.25	6.43
Balance at December 31, 2007	287,032	4.37 -    17.57	10.37
Granted	133,825	17.35	17.35
Transfers	866	5.62 - 11.84	8.68
Distributed	(135,812)	4.37 -   17.57	9.19
Balance at December 31, 2008	285,911	7.84 -   17.57	14.20
Granted	203,400	10.01 -   11.40	11.22
Forfeited	(3,200)	11.84 -   17.35	16.23
Transfers	(966)	8.22-    17.35	14.15
Distributed	(153,670)	7.84 -   17.57	11.86
Balance at December 31, 2009	331,475	$10.01 - $17.57	$13.43

As result of the Spinoff and bifurcation of share-based awards, restricted QEP shares and QEP stock options were granted to certain officers, employees and non-employee directors of Questar. The awards include 331,475 unvested restricted shares with a weighted-average price of $28.24 per share and 794,332 unvested stock options with a weighted-average price of $24.94 per share. Questar will recognize expense in future periods for these unvested share-based awards. In addition, certain QEP officers, employees and non-employee directors received 1,653,494 Questar stock options.

Note 13 - Employee Benefits

Defined Benefit Pension Plan and Other Postretirement Benefits

Information in this note has not been recast. The defined benefit pension plan and other postretirement benefits along with related assets, liabilities and expenses apply to all eligible Questar and QEP employees.

The Company has defined-benefit pension and life insurance plans covering a majority of its employees and a postretirement medical plan providing coverage to less than half of its employees. The Company's Employee Benefits Committee (EBC) has oversight over investment of retirement-plan and postretirement-benefit assets. The EBC uses a third-party consultant to assist in setting targeted-policy ranges for the allocation of assets among various investment categories. The majority of retirement-benefit assets were invested as follows:

	Actual Allocation		Policy Range
	Year Ended December 31,
	2009	2008	2009	2008
Total domestic equity securities	41%	37%	35-45%	35-45%
Foreign equity securities
Developed market foreign equity securities	19%	15%	-	-
Emerging market foreign equity securities	7%	5%	-	-
Total foreign securities	26%	20%	25-35%	20-30%
Debt securities
Investment grade intermediate term debt	14%	35%	-	-
Investment grade long-term debt	11%	-	-	-

37

Below-investment grade debt	7%	3%	-	-
Total debt securities	32%	38%	25-35%	26-34%
Real estate securities	-	4%	n/a	3-7%
Cash and short-term investments	1%	1%	0-3%	0-3%

At the end of 2009, domestic equity assets were invested in a passive total stock market index fund that invests in a diversified portfolio of stocks representative of the whole U.S. stock market.  Developed market foreign equity assets were invested in funds that hold a diversified portfolio of common stocks of corporations in developed countries outside the United States. These investments are benchmarked against the Morgan Stanley Capital International Europe Australasia and Far East (or MSCI EAFE) index. Emerging market foreign equity assets are invested in funds that hold a diversified portfolio of common stocks of corporations in emerging countries outside the United States. This investment is benchmarked against the MSCI EAFE Emerging Markets index. Investment grade intermediate-term debt assets are invested in funds holding a diversified portfolio of debt of governments, corporations and mortgage borrowers with average maturities of 5 to 10 years and investment grade credit ratings. The investments are benchmarked against the Barclay's Aggregate Bond index. Investment grade long-term debt assets are invested in a diversified portfolio of debt of governments, corporations and mortgage borrowers with an average maturity of more than 10 years and investment grade credit ratings. These assets are benchmarked against the Barclay's Government/Credit Bond index. Below-investment grade debt assets are invested in a fund holding a diversified portfolio of debt securities of corporations with an average maturity up to 10 years with below-investment grade credit ratings. This investment is benchmarked against the Merrill Lynch High Yield II Total Return Bond index. Cash and short-term investments are held in a fund that purchases investment grade quality short term debt issued by governments and corporations.

Questar funds a trust for Employee Retirement Income Security Act (ERISA) qualified retirement-benefit obligations to pay benefits currently due and to build asset balances over a reasonable time period to pay future obligations. Questar is subject to and complies with minimum-required and maximum-allowed annual contribution levels mandated by ERISA and by the Internal Revenue Code. Subject to the above limitations, the Company seeks to fund the qualified retirement plan in amounts approximately equal to the yearly expense. The Company also has a nonqualified pension plan that covers a group of management employees in addition to the qualified pension plan. The nonqualified pension plan provides for defined benefit payments upon retirement of the management employee, or to the spouse upon death of the management employee above the benefit limit defined by the Internal Revenue Service for the qualified plan. The nonqualified pension plan is unfunded. Claims are paid from the Company's ge neral funds. The Company commingles postretirement-benefit obligation assets with those of the ERISA-qualified retirement plan as permitted by section 401(h) of the Internal Revenue Code. The EBC seeks investment returns consistent with reasonable and prudent levels of liquidity and risk.

The EBC allocates pension-plan and postretirement-medical-plan assets among broad asset categories and reviews the asset allocation at least annually. Asset-allocation decisions consider risk and return, future-benefit requirements, participant growth and other expected cash flows. These characteristics affect the level, risk and expected growth of postretirement-benefit assets.

The EBC uses asset-mix guidelines that include permissible ranges for each asset category, return objectives for each asset group and the desired level of diversification and liquidity. These guidelines change from time to time based on the committee's ongoing evaluation of each plan's risk tolerance. The EBC estimates an expected overall long-term rate of return on assets by weighting expected returns of each asset class by its targeted asset allocation percentage. Expected return estimates are developed from analysis of past performance and forecasts of long-term return expectations by third-parties.

Responsibility for individual security selection rests with each investment manager, who is subject to guidelines specified by the EBC. These guidelines are designed to ensure consistency with overall plan objectives.

The EBC sets performance objectives for each investment manager that are expected to be met over a three-year period or a complete market cycle, whichever is shorter. Performance and risk levels are regularly monitored to confirm policy compliance and that results are within expectations.

Pension-plan guidelines prohibit transactions between a fiduciary and parties in interest unless specifically provided for in ERISA. No restricted securities, such as letter stock or private placements, may be purchased for any investment fund. Questar securities may be considered for purchase at an investment manager's discretion, but within limitations prescribed by ERISA and other laws. There was no direct investment in Questar shares for the periods disclosed. Use of derivative securities by any investment managers is prohibited except where the committee has given specific approval or where commingled funds are utilized that have previously adopted permitting guidelines.

The fair value measurement provision of ASC 820 "Fair Value Measurements and Disclosures" defines fair value in applying generally accepted accounting principles as well as establishes a framework for measuring fair value and for making disclosures about fair-value measurements. Fair value measurement establishes a fair-value hierarchy. Level 1 inputs are unadjusted quoted

38

prices in active markets for identical assets or liabilities that are accessible at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset, either directly or indirectly. Level 3 inputs are unobservable inputs for an asset. Following is a description of the valuation methodologies used at December 31, 2009, used to value pension and post retirement assets at December 31, 2009.

Common Stocks: Common stocks are valued at the closing price reported on the active market on which each individual security is traded.

Bonds: Bonds are valued at the closing price reported on the active market on which each individual security is traded.

Mutual funds: Mutual funds are valued at the closing price reported on the active market on which each individual mutual fund is traded.

Bond trust fund: This investment is a public investment vehicle valued using the Net Asset Value (NAV) of the fund. The NAV is based on the value of the underlying assets owned by the fund excluding transaction costs, and minus liabilities.

Commingled funds: These investments are public investment vehicles valued using the NAV of the fund. The NAV is based on the value of the underlying assets owned by the fund excluding transaction costs, and minus liabilities.

The following table sets forth by level, within the fair value hierarchy, pension and postretirement benefit assets fair value.

	Investments at Fair Value
	December 31, 2009
	Level 1		Level 2	Level 3	Total
	(in millions)
Mutual funds	$72.1	$      -		$       -	$  72.1
Bonds	23.7	14.6		-	38.3
Commingled funds	-	-		236.8	236.8
Bond trust funds	-	-		6.9	6.9
Other net current assets	0.3	-		-	0.3
Total	$96.1	$14.6		$243.7	$354.4

	Change in the Fair Value of Level 3 Investments
	2009
	Bond Trust Fund	Commingled Funds	Total Level 3
	(in millions)
Balance at January 1,	$  34.1	$141.0	$175.1
Purchases, sales, issuances and settlements, net	(28.0)	47.5	19.5
Realized gains and losses	-	19.8	19.8
Unrealized gains and losses	0.8	28.5	29.3
Balance at December 31,	$  6.9	$236.8	$243.7

	Investments at Fair Value
	December 31, 2008
	Level 1	Level 3	Total
	(in millions)
Common stocks	$31.7	$       -	$31.7
Mutual funds	58.1	-	58.1
Bond trust fund	-	34.1	34.1
Commingled funds	-	141.0	141.0
Other net current assets	14.5	-	14.5
Total	$104.3	$175.1	$279.4

39

	Change in the Fair Value of Level 3 Investments
	2008
	Bond Trust Fund	Commingled Funds	Total Level 3
	(in millions)
Balance at January 1,	$33.1	$239.8	$272.9
Purchases, sales, issuances and settlements, net	1.8	(13.8)	(12.0)
Realized gains and losses	-	11.5	11.5
Unrealized gains and losses	(0.8)	(96.5)	(97.3)
Balance at December 31,	$34.1	$141.0	$175.1

Pension-plan benefits are based on the employee's age at retirement, years of service and highest earnings in a consecutive 72 semimonthly pay period during the 10 years preceding retirement. Postretirement health-care and life insurance benefits are provided only to employees hired before January 1, 1997. The Company pays a portion of the costs of health-care benefits determined by an employee's years of service and generally limited to 170% of the 1992 contribution for employees who retired after January 1, 1993. The Company is amortizing its transition obligation over a 20-year period, which began in 1992.

The pension projected-benefit obligation and postretirement benefit accumulated benefit obligation were measured using a 6.5% discount rate at December 31, 2009 and 2008. Plan assets reflect the fair value of assets at December 31. Questar does not expect any plan assets to be returned during 2010. The pension plan accumulated benefit obligation was $394.7 million at December 31, 2009. Plan obligations and fair value of plan assets are shown in the following table:

	Pension			Postretirement Benefits
	2009		2008	2009	2008
	(in millions)
Change in benefit obligation
Benefit obligation at January 1,	$456.2	$418.4		$76.1	$76.3
Service cost	9.9	9.6		0.6	0.7
Interest cost	29.6	27.7		4.6	4.6
Change in plan assumptions	0.9	0.8		-	-
Actuarial loss	8.3	14.7		0.7	0.1
Benefits paid	(18.3)	(15.0)		(5.7)	(5.6)
Benefit obligation at December 31,	486.6	456.2		76.3	76.1
Change in plan assets
Fair value of plan assets at January 1,	248.2	344.6		31.2	46.1
Actual gain (loss) on plan assets	65.2	(96.6)		7.3	(12.1)
Company contributions to the plan	23.5	15.2		3.0	2.9
Benefits paid	(18.3)	(15.0)		(5.7)	(5.6)
Fair value of plan assets at December 31,	318.6	248.2		35.8	31.3
Underfunded status (current and long-term)	($168.0)	($208.0)		($40.5)	($44.8)

The projected 2010 pension funding is expected to be $22.0 million. Estimated benefit-plan payments for the five years following 2009 and the subsequent five years aggregated are as follows:

	Pension	Postretirement Benefits
	(in millions)
2010	$  17.3	$  4.8
2011	18.2	4.9
2012	18.3	5.0
2013	20.2	5.2
2014	22.2	5.3
2015 through 2019	155.4	28.3

40

The components of pension and postretirement benefits expense are as follows. The pension expense includes costs of both qualified and nonqualified pension plans:

	Pension			Postretirement Benefits
	Year Ended December 31,			Year Ended December 31,
	2009	2008	2007	2009	2008	2007
	(in millions)
Service cost	$  9.9	$  9.6	$10.4	$0.7	$0.7	$0.9
Interest cost	29.6	27.7	24.7	4.6	4.6	4.4
Expected return on plan assets	(25.3)	(26.7)	(24.1)	(2.2)	(3.5)	(3.4)
Prior service and other costs	1.2	1.2	1.2	1.9	1.9	1.9
Recognized net actuarial loss	6.6	4.4	7.2	0.9	-	0.2
Special-termination benefits	2.0	0.6	0.6	-	-	-
Accretion of regulatory liability	-	-	-	0.8	0.8	0.8
Periodic expense	$24.0	$16.8	$20.0	$6.7	$4.5	$4.8

Assumptions at January 1, used to calculate pension and postretirement benefits expense for the years, were as follows:

	2009	2008	2007
Discount rate	6.5%	6.5%	5.75%
Rate of increase in compensation	4.0	4.0	4.0
Long-term return on assets	7.5	8.0	8.0
Health-care inflation rate	8.0 decreasing to 5.0% by 2011	7.0 decreasing to 5.0% by 2011	8.0 decreasing to 5.0% in 2011

The 2010 estimated pension expense is $24.8 million. In 2010, $7.1 million of estimated actuarial loss and $1.2 million of prior service cost for the pension plan will be amortized from AOCI. The 2010 estimated post-retirement expense is $5.6 million excluding amortization of a regulatory liability. In 2010, $1.9 million of net transition obligation and $0.7 million of estimated actuarial loss for the postretirement benefit plans will be amortized from AOCI.

Service costs and interest costs are sensitive to changes in the health-care inflation rate. A 1% increase in the health-care inflation rate would increase the yearly service and interest costs by $0.1 million and the accumulated postretirement-benefit obligation by $1.1 million. A 1% decrease in the health-care inflation rate would decrease the yearly service cost and interest cost by $0.1 million and the accumulated postretirement-benefit obligation by $1.0 million.

Employee Investment Plan (EIP)

The Employee Investment Plan (EIP) allows eligible employees to purchase shares of Questar common stock or other investments through payroll deduction at the current fair market value on the transaction date. The Company currently contributes an overall match of 80% or 100% of employees' pre-tax purchases up to a maximum of 6% of their qualifying earnings. In addition, the Company contributes $200 annually to the EIP for each eligible employee. The EIP trustee purchases Questar shares on the open market with cash received. The Company recognizes expense equal to its yearly contributions. Questar's recast expense amounted to $5.2 million in 2009, $5.4 million in 2008, and $5.0 million in 2007.

Note 14 - Operations by Line of Business

Questar's three complementary lines of business include Wexpro, which develops and produces natural gas on behalf of Questar Gas's customers; Questar Pipeline, which operates interstate natural gas pipelines and storage facilities; and Questar Gas, which provides retail natural gas distribution in Utah, Wyoming and Idaho. Line-of-business information is presented according to senior management's basis for evaluating performance and considering differences in the nature of products, services and regulation among other factors. Following is a summary of continuing operations by line of business for the three years ended December 31, 2009:

41

	Questar	Interco.		Questar		Questar
	Consol.	Trans.	Wexpro	Pipeline		Gas				Corp.
	(in millions)
2009 (recast)
Revenues
From unaffiliated customers	$1,109.9	$        -	$17.8	$173.2	$918.9					$       -
From affiliated companies	-	(298.3)	225.1	72.2	1.0					-
Total Revenues	1,109.9	(298.3)	242.9	245.4	919.9					-
Operating expenses
Cost of sales	331.4	(296.8)	-	1.6	626.6					-
Operating and maintenance	167.6	(0.1)	21.2	40.1	106.4					-
General and administrative	93.4	(0.4)	17.0	36.1	42.9					(2.2)
Production and other taxes	42.4	-	20.0	8.6	13.3					0.5
Depreciation, depletion and amortization	147.1	-	58.8	44.3					43.8	0.2
Other operating expenses	-	(1.0)	1.0	-				-		-
Total Operating Expenses	781.9	(298.3)	118.0	130.7				833.0		(1.5)
Net gain (loss) from asset sales	0.2	-	(0.3)	0.5				-		-
Operating Income	328.2	-	124.6	115.2				86.9		1.5
Interest and other income	12.5	(0.9)	3.2	2.5				7.6		0.1
Income from unconsolidated affiliate	3.8	-	-	3.8				-		-
Interest expense	(59.6)	0.9	(0.9)	(29.5)				(28.5)		(1.6)
Income taxes	(104.4)	-	(46.2)	(33.8)				(24.4)		-
Income From Continuing Operations	$180.5	$      -	$80.7	$58.2				$41.6		$      -
Identifiable assets of continuing operations	$3,189.7	$      -	$621.5	$1,165.4			$1,335.2			$67.6
Goodwill	9.8	-	-	4.2			5.6			-
Investment in unconsolidated affiliate	28.1	-	-	28.1			-			-
Cash capital expenditures	299.8	-	116.2	100.8			82.6			0.2
Accrued capital expenditures	292.4	-	110.1	94.5			87.6			0.2
2008 (recast)
Revenues
From unaffiliated customers	$1,201.9	$          -	$31.1	$176.6			$  994.2			$      -
From affiliated companies	-	(288.0)	209.9	72.0			6.1			-
Total Revenues	1,201.9	(288.0)	241.0	248.6			1,000.3			-
Operating expenses
Cost of sales	457.4	(281.3)	-	1.8			736.9			-
Operating and maintenance	147.5	(0.2)	23.5	37.1			87.1			-
General and administrative	89.1	(0.4)	13.7	36.8			38.7			0.3
Production and other taxes	58.0	-	37.7	7.8			11.9			0.6
Depreciation, depletion and amortization	132.9	-	48.5	42.7			41.5			0.2
Other operating expenses	14.0	(6.1)	6.1	14.0			-			-
Total Operating Expenses	898.9	(288.0)	129.5	140.2			916.1			1.1
Net gain (loss) from asset sales	4.3	-	(0.2)	4.5			-			-
Operating Income (Loss)	307.3	-	111.3	112.9			84.2			(1.1)
Interest and other income	22.6	(5.9)	6.6	10.6			5.2			6.1
Income from unconsolidated affiliate	0.6	-	-	0.6			-			-
Interest expense	(63.9)	5.9	(2.7)	(32.7)			(25.2)			(9.2)

42

Income taxes	(94.4)	-	(41.3)	(33.4)	(24.0)	4.3
Income From Continuing Operations	$   172.2	$      -	$  73.9	$     58.0	$     40.2	$    0.1
Identifiable assets of continuing operations	$3,115.7	$      -	$583.3	$1,115.1	$1,301.7	$115.6
Goodwill	9.8	-	-	4.2	5.6	-
Investment in unconsolidated affiliate	27.6	-	-	27.6	-	-
Cash capital expenditures	349.0	-	143.8	78.3	126.3	0.6
Accrued capital expenditures	358.3	-	144.8	90.7	122.2	0.6
2007(recast)
Revenues
From unaffiliated customers	$1,080.2	$        -	$21.6	$131.0	$927.6		$      -
From affiliated companies	-	(235.5)	155.7	74.9	4.9		-
Total Revenues	1,080.2	(235.5)	177.3	205.9	932.5		-
Operating expenses
Cost of sales	461.0	(230.2)	-	4.0	687.2	-
Operating and maintenance	122.8	(0.1)	16.5	33.0	73.4	-
General and administrative	94.3	(0.3)	14.7	36.0	45.5	(1.6)
Production and other taxes	39.4	-	20.0	7.3	11.5	0.6
Depreciation, depletion and amortization	105.2	-	31.2	35.0	38.8	0.2
Other operating expenses	-	(4.9)	4.9	-	-	-
Total Operating Expenses	822.7	(235.5)	87.3	115.3	856.4	(0.8)
Net gain (loss) from asset sales	(0.3)	-	(0.7)	0.4	-	-
Operating Income	257.2	-	89.3	91.0	76.1	0.8
Interest and other income	16.0	(10.9)	1.9	2.4	7.4	15.2
Interest expense	(48.1)	10.9	(2.0)	(21.7)	(23.8)	(11.5)
Income tax expense	(79.3)	-	(30.0)	(26.7)	(22.3)	(0.3)
Income From Continuing Operations	$   145.8	-	$  59.2	$     45.0	$     37.4	$  4.2
Identifiable assets of continuing operations	$2,809.7	$     -	$470.7	$1,094.0	$1,165.2	$79.8
Goodwill	9.8	-	-	4.2	5.6	-
Cash capital expenditures	559.4	-	105.0	318.5	135.9	-
Accrued capital expenditures	561.1	-	109.4	321.7	129.9	0.1

Note 15 - Quarterly Financial Information (Unaudited)

Following is a summary of unaudited quarterly financial information:

	First	Second	Third	Fourth
	Quarter	Quarter	Quarter	Quarter	Year
	(in millions, except per-share amounts)
2009 (recast)
Revenues	$449.4	$185.6	$130.9	$344.0	$1,109.9
Operating income	115.4	61.5	51.4	99.9	328.2
Income from continuing operations	65.3	33.0	26.8	55.4	180.5
Discontinued operations, net of income taxes	1.9	44.9	71.4	94.6	212.8
Net income attributable to Questar	67.2	77.9	98.2	150.0	393.3
Per share information attributable to Questar
Basic EPS from continuing operations	$0.38	$0.18	$0.16	$0.31	$1.03
Basic EPS attributable to Questar	0.39	0.44	0.57	0.86	2.26
Diluted EPS from continuing operations	0.37	0.18	0.16	0.31	1.02

43

Diluted EPS attributable to Questar	0.38	0.44	0.56	0.85	2.23
2008 (recast)
Revenues	$443.8	$212.0	$171.7	$374.4	$1,201.9
Operating income	111.3	52.9	51.6	91.5	307.3
Income from continuing operations	62.7	29.3	27.0	53.2	172.2
Discontinued operations, net of income taxes	123.1	143.3	177.2	68.0	511.6
Net income attributable to Questar	185.8	172.6	204.2	121.2	683.8
Per share information attributable to Questar
Basic EPS from continuing operations	$0.36	$0.17	$0.16	$0.31	$1.00
Basic EPS attributable to Questar	1.08	1.00	1.18	0.70	3.96
Diluted EPS from continuing operations	0.35	0.17	0.15	0.31	0.98
Diluted EPS attributable to Questar	1.05	0.98	1.16	0.69	3.88

Note 16 - Supplemental Gas and Oil Information (Unaudited)

The Company is making the following supplemental disclosures of gas and oil producing activities, in accordance with ASC 932 "Extractive Activities - Oil and Gas" as amended by ASU 2010-03 "Oil and Gas Reserve Estimation and Disclosures" and SEC Regulation S-X.

The Company uses the successful efforts accounting method for its cost-of-service gas and oil properties.

Cost-of-Service Activities

The following information is provided with respect to cost-of-service gas and oil properties managed and developed by Wexpro and governed by the Wexpro Agreement. Information on the standardized measure of future net cash flows has not been included for cost-of-service activities because the operations of and return on investment for such properties are regulated by the Wexpro Agreement.

Capitalized Costs of Cost-of-Service Activities

Capitalized costs for cost-of-service gas and oil properties net of the related accumulated depreciation and amortization are shown below.

	December 31,
	2009	2008
	(in millions)
Wexpro	$593.9	$536.6
Questar Gas	10.4	11.2
Total capitalized costs of cost-of-service activities	$604.3	$547.8

Costs Incurred for Cost-of-Service Activities

Costs incurred by Wexpro for cost-of-service gas and oil-producing activities were $113.2 million in 2009, $148.0 million in 2008 and $110.7 million in 2007.

Results of Operation of Cost-of-Service Activities

Following are the results of operation of cost-of-service gas and oil-development activities, before corporate overhead and interest expenses:

	Year Ended December 31,
	2009	2008	2007
	(in millions)
Revenues
From unaffiliated companies	$  17.8	$  31.1	$  21.6
From affiliates(a)	225.1	209.9	155.7
Total revenues	242.9	241.0	177.3
Production costs	42.1	67.3	41.4

44

Depreciation, depletion  and amortization	58.8	48.5	31.2
Total expenses	100.9	115.8	72.6
Revenues less expenses	142.0	125.2	104.7
Income taxes	(51.7)	(44.9)	(35.2)
Results of operation for cost-of-service producing activities excluding     corporate overhead and interest expenses	$  90.3	$  80.3	$  69.5

(a) Primarily represents revenues received from Questar Gas pursuant to the Wexpro Agreement. Revenues include reimbursement of general and administrative expenses amounting to $16.7 million in 2009, $13.3 million in 2008 and $14.4 million in 2007.

Estimated Quantities of Cost-of-Service Proved Gas and Oil Reserves

Estimates of cost-of-service proved gas and oil reserves have been prepared in accordance with professional engineering standards and the Company's established internal controls, which includes the compliance oversight of a multi-functional reserves review committee that reports to the Company's board of directors. The estimates set forth below were prepared by Wexpro's reservoir engineers, individuals who possess professional qualifications and demonstrated competency in reserves estimation and evaluation.

Because gas reserves managed, developed and produced by Wexpro are delivered to Questar Gas at cost-of-service, SEC guidelines with respect to standard economic assumptions are not applicable. The SEC acknowledges this potential circumstance and provides that companies may give appropriate recognition to differences arising because of the effect of the ratemaking process. Accordingly, Wexpro uses a minimum-producing rate or maximum well-life limit to determine the ultimate quantity of reserves attributable to each well.

			Natural Gas
	Natural Gas	Oil and NGL	Equivalents
	(Bcf)	(MMbbl)	(Bcfe)
Proved Reserves
Balance at January 1, 2007	620.6	4.4	647.0
Revisions-
Previous estimates	(29.9)	-	(30.0)
Pinedale increased-density(a)	24.6	0.2	25.9
Extensions and discoveries	35.5	0.1	36.4
Production	(34.9)	(0.4)	(37.4)
Balance at December 31, 2007	615.9	4.3	641.9
Revisions-
Previous estimates	(19.6)	(0.1)	(20.2)
Pinedale increased-density(a)	65.1	0.5	68.2
Extensions and discoveries	31.6	0.2	32.6
Production	(46.1)	(0.4)	(48.6)
Balance at December 31, 2008	646.9	4.5	673.9
Revisions - previous estimates	(27.3)	(0.2)	(28.3)
Extensions and discoveries	78.0	0.6	81.4
Production	(48.2)	(0.4)	(50.7)
Balance at December 31, 2009	649.4	4.5	676.3

Proved Developed Reserves
Balance at January 1, 2007	440.6	2.9	458.2
Balance at December 31, 2007	439.4	2.9	456.9
Balance at December 31, 2008	471.4	3.1	489.9
Balance at December 31, 2009	477.1	3.1	495.5

45

Proved Undeveloped Reserves
Balance at January 1, 2007	180.0	1.5	188.8
Balance at December 31, 2007	176.5	1.4	185.0
Balance at December 31, 2008	175.5	1.4	184.0
Balance at December 31, 2009	172.3	1.4	180.8

(a)Estimates of the quantity of proved reserves from the Company's Pinedale Anticline leasehold in western Wyoming have changed substantially over time as a result of numerous factors including, but not limited to, additional development drilling activity, producing well performance and the development and application of reliable technologies. The continued analysis of new data has led to progressive increases in estimates of original gas-in-place at Pinedale and to a better understanding of the appropriate well density to maximize the economic recovery of the in-place volumes. With the application of the amendments of ASC 932 in ASU 2010-03, reserves associated with Pinedale increased density drilling are included in extensions and discoveries for the year ended December 31, 2009, because each new well drilled recovers incremental reserves that would otherwise be unrecoverable.

Financial Statement Schedule:

QUESTAR CORPORATION
Schedule of Valuation and Qualifying Accounts (recast)
					Column D
			Column C		Deductions for
Column A Description	Column B Beginning Balance		Amounts charged to expense		accounts written off and other		Column E Ending Balance
	(in millions)
Year Ended December 31, 2009
Allowance for bad debts	$5.8		$3.4		($3.8)		$5.4
Year Ended December 31, 2008
Allowance for bad debts	2.7	6.6		(3.5)		5.8
Allowance for notes receivable	2.8	-		(2.8)		-
Year Ended December 31, 2007
Allowance for bad debts	3.5	2.5		(3.3)		2.7
Allowance for notes receivable	3.1	-		(0.3)		2.8

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) and (c) Financial statements and financial statement schedules filed as part of this report are listed in the index included in Item 8 of this report.

(b) Exhibits. The following is a list of exhibits required to be filed as a part of this report in Item 15(b).

Exhibit No.

Description

  2.1.*

Separation and Distribution Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit No. 2.1. to a Current Report on Form 8-K dated June 12, 2010.)

  3.1.

Amended and restated Articles of Incorporation. (Appendix A to the Definitive Proxy Statement filed in connection with the registrant's May 18, 2010, Annual Meeting of Shareholders.)

  3.2.*

Amended and Restated Bylaws of the Company, effective June 14, 2010. (Exhibit No. 3.1. to a Current Report on Form 8-K dated June 12, 2010.)

46

  4.2.*

Questar Dividend Reinvestment and Stock Purchase Plan. (Exhibit No. 4. to a Current Report on Form 8-K dated February 8, 2000.)

10.1.*

Stipulation and Agreement, dated October 14, 1981, executed by Mountain Fuel; Wexpro; the Utah Department of Business Regulations, Division of Public Utilities; the Utah Committee of Consumer Services; and the staff of the Public Service Commission of Wyoming. (Exhibit No. 10(a) to Mountain Fuel Supply Company's Annual Report on Form 10-K for 1981.)

10.2.*¹

Questar Corporation Annual Management Incentive Plan, as amended and restated effective October 28, 2008. (Exhibit No. 10.17. to the Annual Report on Form 10-K for 2008.)

10.3.*¹

Questar Corporation Executive Incentive Retirement Plan, as amended and restated effective January 1, 2005. (Exhibit No. 10.3. to Annual Report on Form 10-K for 2004.)

10.4.¹

Questar Corporation Long-term Stock Incentive Plan, as amended and restated effective May 18, 2010.

10.5.¹

First Amendment of Questar Corporation Long-term Stock Incentive Plan, effective June 12, 2010.

10.6.*¹

Questar Corporation Executive Severance Compensation Plan, as amended and restated effective October 23, 2007. (Exhibit No. 99.1 to a Current Report on Form 8-K dated October 24, 2007.)

10.7.¹

Questar Corporation Deferred Compensation Plan for Directors, as amended and restated effective June 12, 2010.

10.8.*¹

Questar Corporation Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005, adopted August 7, 2007. (Exhibit 10.7. to the Annual Report on Form 10-K for 2007.)

10.9.*¹

Questar Corporation Stock Option Plan for Directors, as amended and restated effective October 29, 1998. (Exhibit No. 10.10. to a Quarterly Report on Form 10-Q for quarter ended September 30, 1998.)

10.10.*¹

Form of Individual Indemnification Agreement dated February 9, 1993, between Questar Corporation and Directors. (Exhibit No. 10.11. to the Annual Report on Form 10-K for 1992.)

10.11.*¹

Questar Corporation Deferred Share Plan, as amended and restated effective January 1, 2003. (Exhibit No.10.10 to the Annual Report on Form 10-K for 2004.)

10.12.*¹

Questar Corporation Deferred Compensation Plan, as amended and restated effective January 1, 2003. (Exhibit No. 10.11. to the Annual Report on Form 10-K for 2004.)

10.13.*¹

Questar Corporation Directors' Stock Plan, as approved May 21, 1996. (Exhibit No. 10.15. to the Quarterly Report on Form 10-Q for quarter ended June 30, 1996.)

10.14.¹

Questar Corporation Deferred Compensation Wrap Plan, as amended and restated June 12, 2010.

10.15.*¹

Questar Corporation Long-Term Cash Incentive Plan, as amended and restated effective October 28, 2008. (Exhibit No. 10.14. to Annual Report on Form 10-K for 2008.)

10.16.*¹

Employee Matters Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.1. to a Current Report on Form 8-K dated June 16, 2010).

10.17.*

Tax Matters Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.2 to a Current Report on Form 8-K dated June 16, 2010).

10.18.*

Transition Services Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.3. to a Current Report on Form 8-K dated June 16, 2010).

10.19.*¹

Separation Agreement between Questar Corporation and Keith O. Rattie, approved June 14, 2010. (Exhibit 10.4. to a Current Report on Form 8-K dated June 16, 2010).

47

10.20.*

Multi-Year Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto (Exhibit 10.1. to a Current Report on Form 8-K dated July 1, 2010).

10.21.*

364-Day Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto (Exhibit 10.2. to a Current Report on Form 8-K dated July 1, 2010).

10.22.*¹

Amendment to Questar Corporation Stock Option Agreements with Mr. Keith O. Rattie. (Exhibit No. 10.1. to a Current Report on Form 8-K dated June 28, 2010.)

10.23.*¹

Questar Corporation Form of Restricted Stock Units Agreement for restricted stock units granted to Mr. Keith O. Rattie. (Exhibit No. 10.2. to a Current Report on Form 8-K dated June 28, 2010.)

10.24.¹

Questar Corporation Annual Management Incentive Plan II, as amended and restated on January 1, 2010.

10.25.¹

First Amendment of Questar Corporation Annual Management Incentive Plan II, effective June 12, 2010.

10.26*¹

Form of Phantom Stock Agreement dated February 12, 2008, for shares granted to non-employee directors. (Exhibit 10.4. to Current Report on Form 8-K dated February 13, 2008.)

10.27.*¹

Form of Restricted Stock Agreement dated February 10, 2009, for shares granted to other officers. (Exhibit No. 99.2. to a Current Report on Form 8-K dated February 10, 2009.)

10.28.*¹

Form of Restricted Stock Agreement dated February 10, 2009, for shares granted to non-employee directors. (Exhibit No. 99.3. to a Current Report on Form 8-K dated February 10, 2009.)

10.29.*¹

Form of Phantom Stock Agreement dated February 10, 2009, for shares granted to non-employee directors. (Exhibit No. 99.4. to a Current Report on Form 8-K dated February 10, 2009.)

10.30.*¹

Form of Option Agreement dated February 10, 2009, for options granted to other officers. (Exhibit No. 99.6. to a Current Report on Form 8-K dated February 10, 2009.)

12.

Ratio of earnings to fixed charges.

14.*

Business Ethics and Compliance Policy.

21.*

Subsidiary Information.

23.1.

Consent of Independent Registered Public Accounting Firm.

23.2.

Consent of Independent Petroleum Engineers and Geologists.

23.3

Qualifications and report of Independent Petroleum Engineers and Geologists.

24.*

Power of Attorney.

31.1.*

Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(Exhibit 31.1 filed in Questar's Annual Report on Form 10-K for 2009.)

31.2.*

Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(Exhibit 31.2 filed in Questar's Annual Report on Form 10-K for 2009.)

32.*

Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002. (Exhibit 32 filed in Questar's Annual Report on Form 10-K for 2009.)

101.INS

XBRL Instance.

48

101.SCH

XBRL Taxonomy.

101.LAB

XBRL Labels.

101.PRE

XBRL Presentation.

101.CAL

XBRL Calculations.

101.DEF

XBRL Definitions.

*Exhibits so marked have been filed with the Securities and Exchange Commission as part of the indicated filing and are incorporated herein by reference.

¹Exhibits so marked is a management contract or compensation plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 29^th day of September 2010.

QUESTAR CORPORATION

   (Registrant)

By /s/ Ronald W. Jibson

Ronald W. Jibson,

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Martin H. Craven

Vice President, Chief Financial Officer

Martin H. Craven

and Treasurer

(Principal Financial and Accounting Officer)

*Teresa Beck

Director

*R. D. Cash

Director

*Gary G. Michael

Director

*Keith O. Rattie

Chairman of the Board

*Harris H. Simmons

Director

*Bruce A. Williamson

Director

September 29, 2010

*/s/ Ronald W. Jibson

  Ronald W. Jibson, Attorney in Fact

EXHIBIT INDEX

Exhibit No.

Description

  2.1.*

Separation and Distribution Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit No. 2.1. to a Current Report on Form 8-K dated June 12, 2010.)

  3.1.

Amended and restated Articles of Incorporation. (Appendix A to the Definitive Proxy Statement filed in connection with the registrant's May 18, 2010, Annual Meeting of Shareholders.)

49

  3.2.*

Amended and Restated Bylaws of the Company, effective June 14, 2010. (Exhibit No. 3.1. to a Current Report on Form 8-K dated June 12, 2010.)

  4.2.*

Questar Dividend Reinvestment and Stock Purchase Plan. (Exhibit No. 4. to a Current Report on Form 8-K dated February 8, 2000.)

10.1.*

Stipulation and Agreement, dated October 14, 1981, executed by Mountain Fuel; Wexpro; the Utah Department of Business Regulations, Division of Public Utilities; the Utah Committee of Consumer Services; and the staff of the Public Service Commission of Wyoming. (Exhibit No. 10(a) to Mountain Fuel Supply Company's Annual Report on Form 10-K for 1981.)

10.2.*¹

Questar Corporation Annual Management Incentive Plan, as amended and restated effective October 28, 2008. (Exhibit No. 10.17. to the Annual Report on Form 10-K for 2008.)

10.3.*¹

Questar Corporation Executive Incentive Retirement Plan, as amended and restated effective January 1, 2005. (Exhibit No. 10.3. to Annual Report on Form 10-K for 2004.)

10.4.¹

Questar Corporation Long-term Stock Incentive Plan, as amended and restated effective May 18, 2010.

10.5.¹

First Amendment of Questar Corporation Long-term Stock Incentive Plan, effective June 12, 2010.

10.6.*¹

Questar Corporation Executive Severance Compensation Plan, as amended and restated effective October 23, 2007. (Exhibit No. 99.1 to a Current Report on Form 8-K dated October 24, 2007.)

10.7.¹

Questar Corporation Deferred Compensation Plan for Directors, as amended and restated effective June 12, 2010.

10.8.*¹

Questar Corporation Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005, adopted August 7, 2007. (Exhibit 10.7. to the Annual Report on Form 10-K for 2007.)

10.9.*¹

Questar Corporation Stock Option Plan for Directors, as amended and restated effective October 29, 1998. (Exhibit No. 10.10. to a Quarterly Report on Form 10-Q for quarter ended September 30, 1998.)

10.10.*¹

Form of Individual Indemnification Agreement dated February 9, 1993, between Questar Corporation and Directors. (Exhibit No. 10.11. to the Annual Report on Form 10-K for 1992.)

10.11.*¹

Questar Corporation Deferred Share Plan, as amended and restated effective January 1, 2003. (Exhibit No.10.10 to the Annual Report on Form 10-K for 2004.)

10.12.*¹

Questar Corporation Deferred Compensation Plan, as amended and restated effective January 1, 2003. (Exhibit No. 10.11. to the Annual Report on Form 10-K for 2004.)

10.13.*¹

Questar Corporation Directors' Stock Plan, as approved May 21, 1996. (Exhibit No. 10.15. to the Quarterly Report on Form 10-Q for quarter ended June 30, 1996.)

10.14.¹

Questar Corporation Deferred Compensation Wrap Plan, as amended and restated June 12, 2010.

10.15.*¹

Questar Corporation Long-Term Cash Incentive Plan, as amended and restated effective October 28, 2008. (Exhibit No. 10.14. to Annual Report on Form 10-K for 2008.)

10.16.*¹

Employee Matters Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.1. to a Current Report on Form 8-K dated June 16, 2010).

10.17.*

Tax Matters Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.2 to a Current Report on Form 8-K dated June 16, 2010).

10.18.*

Transition Services Agreement, dated as of June 14, 2010, by and between Questar Corporation and QEP Resources, Inc. (Exhibit 10.3. to a Current Report on Form 8-K dated June 16, 2010).

50

10.19.*¹

Separation Agreement between Questar Corporation and Keith O. Rattie, approved June 14, 2010. (Exhibit 10.4. to a Current Report on Form 8-K dated June 16, 2010).

10.20.*

Multi-Year Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto (Exhibit 10.1. to a Current Report on Form 8-K dated July 1, 2010).

10.21.*

364-Day Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto (Exhibit 10.2. to a Current Report on Form 8-K dated July 1, 2010).

10.22.*¹

Amendment to Questar Corporation Stock Option Agreements with Mr. Keith O. Rattie. (Exhibit No. 10.1. to a Current Report on Form 8-K dated June 28, 2010.)

10.23.*¹

Questar Corporation Form of Restricted Stock Units Agreement for restricted stock units granted to Mr. Keith O. Rattie. (Exhibit No. 10.2. to a Current Report on Form 8-K dated June 28, 2010.)

10.24.¹

Questar Corporation Annual Management Incentive Plan II, as amended and restated on January 1, 2010.

10.25.¹

First Amendment of Questar Corporation Annual Management Incentive Plan II, effective June 12, 2010.

10.26*¹

Form of Phantom Stock Agreement dated February 12, 2008, for shares granted to non-employee directors. (Exhibit 10.4. to Current Report on Form 8-K dated February 13, 2008.)

10.27.*¹

Form of Restricted Stock Agreement dated February 10, 2009, for shares granted to other officers. (Exhibit No. 99.2. to a Current Report on Form 8-K dated February 10, 2009.)

10.28.*¹

Form of Restricted Stock Agreement dated February 10, 2009, for shares granted to non-employee directors. (Exhibit No. 99.3. to a Current Report on Form 8-K dated February 10, 2009.)

10.29.*¹

Form of Phantom Stock Agreement dated February 10, 2009, for shares granted to non-employee directors. (Exhibit No. 99.4. to a Current Report on Form 8-K dated February 10, 2009.)

10.30.*¹

Form of Option Agreement dated February 10, 2009, for options granted to other officers. (Exhibit No. 99.6. to a Current Report on Form 8-K dated February 10, 2009.)

12.

Ratio of earnings to fixed charges.

14.*

Business Ethics and Compliance Policy.

21.*

Subsidiary Information.

23.1.

Consent of Independent Registered Public Accounting Firm.

23.2.

Consent of Independent Petroleum Engineers and Geologists.

23.3

Qualifications and report of Independent Petroleum Engineers and Geologists.

24.*

Power of Attorney.

31.1.*

Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(Exhibit 31.1. filed in Questar's Annual Report on Form 10-K for 2009.)

31.2.*

Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(Exhibit 31.2. filed in Questar's Annual Report on Form 10-K for 2009.)

32.*

Chief Executive Officer and Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002. (Exhibit 32. filed in Questar's Annual Report on Form 10-K for 2009.)

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101.INS

XBRL Instance.

101.SCH

XBRL Taxonomy.

101.LAB

XBRL Labels.

101.PRE

XBRL Presentation.

101.CAL

XBRL Calculations.

101.DEF

XBRL Definitions.

*Exhibits so marked have been filed with the Securities and Exchange Commission as part of the indicated filing and are incorporated herein by reference.

¹Exhibits so marked is a management contract or compensation plan or arrangement.

52