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Agenda:	1.    Elect eight directors to serve one-year terms

2.	Advisory vote to approve named executive officer compensation

3.	Re-approve and amend the Questar Corporation Long-term Stock Incentive Plan

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Q:	Who is asking for my vote and why am I receiving this document?

A:	The Board asks that you vote on the matters listed in the Notice of Annual Meeting (the "Notice"), which are more fully described in this Proxy Statement. The Securities and Exchange Commission (the "SEC") regulations require us to give you this Proxy Statement when asking you to sign a proxy designating individuals to vote on your behalf.

Q:	What is a proxy?

A:	A proxy is your legal designation of another person to vote the shares you own. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two Questar officers -- Messrs. Kevin W. Hadlock and Thomas C. Jepperson -- as Proxies or proxy holders for the Annual Meeting.

Q:	Who can vote?

A:	Shareholders at the close of business on March 19, 2015, the record date, may vote at the Annual Meeting. Each holder has one vote for each share owned on that date.

Q:	If I am a shareholder of record, what am I voting on and how does the Board recommend that I vote my shares?

A:	You are voting on:

•	Proposal No. 1 – the election of eight directors to serve until their terms expire at Questar's 2016 Annual Meeting of Shareholders or until their successors are duly elected and qualified

•	Proposal No. 2 – approve on an advisory basis the Company's named executive officers compensation

•	Proposal No. 3 – re-approve and amend the Questar Corporation Long-term Stock Incentive Plan

•	Proposal No. 4 – re-approve the Questar Corporation Annual Management Incentive Plan II

•	Proposal No. 5 – ratify the appointment of Ernst & Young LLP as the Company’s 2015 independent auditor

Q:	How do I vote?

A:	You may vote online. You may submit your vote by proxy online following the instructions provided in the Notice or on the proxy card sent to you by mail or electronically. The Notice provides instructions for accessing proxy materials online or for requesting printed copies.

Q:	How do I vote if my shares are held by a broker, bank or other nominee?

A:	If your shares are held in street name by a broker, bank or other nominee, please follow the instructions provided by that broker, bank or nominee regarding how to vote or revoke your voting instructions.

Q:	How will my shares held in street name be voted if I do not provide voting instructions?

A:	New York Stock Exchange (the "NYSE") rules determine if proposals presented at shareholder meetings are considered routine. If a proposal is routine, a broker or other entity holding shares for an owner in street name may

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Q:	What constitutes a quorum?

A:	On the March 19, 2015 record date, the Company had 175,709,825 shares of common stock issued and outstanding. A majority of those shares, or 87,854,914, constitutes a quorum. Abstentions, withheld votes and broker non-votes are counted to determine if a quorum is present.

Q:	What vote count is required to approve each proposal?

A:

Proposal No. 1 – Election of the director nominees requires that more shares are voted “for” a nominee than “against” the nominee. However, if there are more nominees for director than available positions, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted are elected as directors. At this time, Questar does not expect more nominees for director than available positions. Shares represented by executed proxies will be voted, unless contrary instructions are provided, for the election of the nominees named in Proposal No. 1. Votes may be cast "for" or "against" all of the director nominees, or any of them. Abstentions and broker non-votes, if any, are not counted as voted and have no effect on the election outcome. Shareholders may not cumulate votes in the election of directors.

Q:	Who may attend the Annual Meeting?

A:

Any shareholder of record as of March 19, 2015, may attend. If you own shares through a bank, broker or other nominee, please obtain a letter, account statement, or other evidence of your ownership as of that date. Directions to the Annual Meeting from the Salt Lake City International Airport are: Merge onto I-80 Eastbound; exit at 600 South; turn left onto State Street and head north to 333 South State Street (on the east side).

Q:	How will my vote be handled on other matters?

A:

The Company's Bylaws limit the matters presented at the Annual Meeting to those in the Notice of Annual Meeting of Shareholders, matters properly presented by the Board of Directors, and those presented by shareholders if written notice of the matter is given to the Corporate Secretary at least 90 days, but not more than 120 days, prior to the anniversary date of the prior year's Annual Meeting. (See "Other Matters" below for details of the Company's Bylaw requirements.) No other matter is expected to come before the Annual Meeting. If another matter is presented at the Annual Meeting, your signed proxy gives the named proxies authority to vote your shares at their discretion.

Q:	How do I revoke a proxy?

A:	You may revoke your proxy by submitting a new proxy with a later date, including a proxy given online or by phone. You also may notify the Corporate Secretary before the Annual Meeting by mail at the address shown on the Notice of Annual Meeting of Shareholders. If you attend the Annual Meeting and vote by ballot, any previously submitted proxy is revoked.

Q:	Who pays for the solicitation?

A:

The Company pays for proxy solicitation and reimburses banks, brokers, and other custodians for reasonable charges to forward materials to beneficial holders. The Company hired Georgeson Inc. as a proxy solicitor to assist with proxy material preparation and vote solicitation. Questar will pay Georgeson a $15,295 fee, plus customary costs and expenses for these services, and it has agreed to indemnify Georgeson against certain liabilities specific to this engagement.

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•	Questar Gas Company ("Questar Gas") provides retail natural gas distribution to residential, industrial and commercial customers in Utah, southwestern Wyoming and southeastern Idaho, at gas rates historically among the lowest in the nation.

•	Wexpro Company ("Wexpro"), our unique subsidiary, develops and produces most of its natural gas from reserves contractually dedicated to Questar Gas under a 1981 agreement, known as the "Wexpro Agreement." Wexpro produces and delivers the natural gas to Questar Gas at its cost of service, which includes a competitive return.

•	Questar Pipeline Company ("Questar Pipeline") provides FERC-regulated interstate natural gas transportation, underground storage services, and other energy services primarily in Utah, Wyoming and Colorado.

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•	Annual election of all directors by majority vote

•	Seven of the eight director nominees are independent

•	Independent lead director

•	Independent audit, compensation and governance committees

•	Regular executive sessions of independent directors

•	All directors attended at least 75 percent of meetings

•	Annual board and committee self-evaluations

•	Presides over the executive sessions of the independent directors

•	Collaborates with the Chairman and CEO and Corporate Secretary on setting the annual calendar for all regular Board and committee meetings, as well as setting agendas for all Board and committee meetings

•	Maintains close contact with Board committee chairs

•	Facilitates communication between the directors and the CEO

•	Communicates the results of the Board's CEO evaluation to the CEO

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•	Reviewing the recommended base salaries as well as the annual and long-term incentive award opportunities for our President and CEO and other officers, considering the competitiveness of each officer's total compensation package

•	Reviewing and selecting the Company's peer group for compensation benchmarking purposes

•	Reviewing the recommended financial and operating goals and objectives for the short and long-term incentive programs, and verifying the achievement of these goals

•	Administering our equity-based and other executive compensation plans

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1	Messrs. McManus and Rattie received only a pro-rated portion of their fees due to the shorter time period they served on the Board in 2014.

2

On February 11, 2014, each director (except Mr. McManus) received a grant of 4,238 RSUs with a grant date value of $100,017. The awards vested on March 5, 2015. Effective the date he began his service, Mr. McManus received the same RSU grant pro-rated for the shorter time period he would serve on the Board over the vesting period. The Committee approved the accelerated vesting of Mr. Rattie's RSU award on

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1	Questar's executive officers have shares of Company stock held for their accounts in the Questar Corporation 401(k) Retirement Income Plan as follows: Mr. Bradley 29; Mr. Jepperson 13,930; Mr. Jibson 40,707; and Mr. Livsey 5.

2	The shares reported do not include unvested RSUs that do not have any voting or investment power; or Deferred RSUs or phantom shares held through the deferred compensation plans available to Questar's directors and officers. The RSUs, Deferred RSUs and phantom shares held by directors and executives as of March 12, 2015, are:

3	Shares that can be acquired by exercising stock options on or within 60 days after March 12, 2015.

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4

No individual director or executive officer beneficially owns at least or more than one percent of the shares outstanding as of March 12, 2015. The total shares beneficially owned by all directors and executive officers as a group equals 1.16 percent of the outstanding shares. The beneficial ownership percentage is calculated according to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.

5	Includes 570,922 shares held indirectly by Mr. Cash in a family limited partnership; 326,804 shares held in a private foundation; 35,636 shares held in a family trust; 21,076 shares held in a second family trust; and 200 shares held as custodian for a minor under the Gift to Minors Act.

6

Includes 37,145 shares held indirectly by Mr. Jibson in a family trust. Mr. Jibson also is the Chairman of the Board of Trustees of the Questar Corporation Education Foundation, the Questar Corporation Arts Foundation, and the Questar Corporation Native American Scholarship Foundation, three nonprofit corporations that own a total of 146,339 shares as of March 12, 2015. As Chairman of these foundations, Mr. Jibson has voting power for these shares, but disclaims any beneficial ownership. These shares are not included in the total opposite his name.

1	The number of shares beneficially owned and percent of class are as reported by the applicable principal shareholder to the SEC, and reflect holdings as of December 31, 2014. The number of shares owned by each principal shareholder may have changed since the SEC filing date.

2	As reported on Schedule 13G/A filed with the SEC on January 20, 2015. The filing indicates that of the referenced shares, JPMorgan Chase & Co. held sole voting power of 13,756,619 shares, shared voting power of 78,540 shares, sole dispositive power of 14,738,859 shares and shared dispositive power of 85,207 shares.

3	As reported on Schedule 13G/A filed with the SEC on January 23, 2015. The filing indicates that of the referenced shares, BlackRock Inc. held sole voting power of 13,739,224 shares and sole dispositive power of all the shares.

4	As reported on Schedule 13G filed with the SEC on February 12, 2015. The filing indicates that State Street Corporation held shared voting power and shared dispositive power of all the referenced shares.

5	As reported on Schedule 13G/A filed with the SEC on February 10, 2015. The filing indicates that of the referenced shares, Vanguard Group Inc. held sole voting power of 128,533 shares, sole dispositive power of 11,137,483 shares and shared dispositive power of 102,233 shares.

6	As reported on Schedule 13G/A filed with the SEC on February 12, 2015. The filing indicates that Parnassus Investments held sole voting power and sole dispositive power of all of the referenced shares.

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•	Questar Gas posted record net income for the fifth straight year, rising 5 percent, to $55.2 million. On a financial basis, our utility earned a return on equity of 9.4 percent.

•	During 2014, Questar Gas invested $68.2 million in an ambitious multi-year program to replace aging high-pressure feeder and intermediate high-pressure belt lines. We expect annual investments of $65 million in this program, and we begin earning on these assets shortly after they are placed into service.

•	Questar Gas employees continued to perform exceptionally well in meeting customer needs. J.D. Power recently recognized Questar Gas as the top gas utility in the West in their Business Customer Satisfaction survey.

•	Wexpro achieved record net income of $122.8 million, an 11 percent increase over 2013. Wexpro’s investment base also increased by $59.3 million, or 10 percent, to $649 million.

•	Wexpro received regulatory approval to include its 2013 acquisition in the Vermillion Basin's Trail Unit under the "Wexpro II Agreement," which allows Wexpro to add and develop new cost-of-service properties.

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•	Late in 2014, Wexpro acquired the remaining ownership interest in the Canyon Creek Unit of the Vermillion Basin, adding an estimated 40 billion cubic feet equivalent of net proved-developed reserves.

•	Questar Pipeline reported net income of $60.6 million and EBITDA of $177.3 million, remarkably matching 2013’s earnings, despite cost pressures and declining commodity prices.

•	Questar Pipeline also reduced its operating and administrative costs by a combined 7 percent.

•	In 2014, Questar Fueling opened three new fleet-refueling facilities in Dallas and DeSoto, Texas and Kansas City, Kansas. It has opened or plans to open six more compressed natural gas fueling facilities in 2015.

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1	Target amounts reflect actual base salary, target bonus, actual restricted stock or RSUs granted and target performance shares ("PSUs") awarded for the applicable year multiplied by the grant date stock price.

2

The amounts realized/realizable reflect amounts/shares actually paid/granted in the applicable year modified based on 1) for the annual bonus, the actual amount earned due to actual performance, 2) for restricted stock/RSUs, the shares granted multiplied by Questar's stock price as of December 31, 2014, and 3) for performance shares, the shares actually earned or on track to earn for all three performance periods based on performance and stock price as of December 31, 2014.

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1	The percentages are based on the values stated in the 2014 Summary Compensation Table except 1) the target bonus is based on the 2014 target annual incentive set for each named executive officer, and 2) the performance shares are based on the target number of performance shares set for each named executive officer multiplied by the closing stock price on the grant date.

•	Pay for performance – The MPC, comprised of only independent directors, ties a significant portion of each named executive officer's total direct compensation opportunity to near-term financial and operational results and long-term shareholder returns.

•	Annual executive compensation review – The MPC annually reviews all compensation elements provided to our named executive officers and, where appropriate, makes changes to incorporate current best practices.

•	Independent compensation consultant – The MPC has retained its own independent compensation consultant since 2006 to assist with annual review.

•	Annual benchmarking – The MPC reviews benchmark compensation data of Questar's peer group and generally targets compensation at the 50th percentile, although individual positioning varies.

•	Annual risk analysis – The MPC annually reviews, analyzes and considers if our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

•	Share-ownership guidelines – Questar has adopted share-ownership guidelines for all officers.

•	Minimal perquisites – The Company provides officers with only one perquisite – the opportunity for an executive fitness evaluation.

•	Clawback policy – Questar adopted a clawback policy in February 2014.

•	Double trigger under CIC – The Company's change-in-control (CIC) severance plan provides for cash payments after a change in control only if an officer also is terminated following the event.

•	Double trigger for accelerated equity upon CIC – Effective for equity awards made on or after February 2015, unvested equity is accelerated due to a change in control only upon a double-triggering event.

•	Minimum Vesting – The Company's Board approved a minimum vesting period of at least 12 months for restricted stock and RSUs (with limited exceptions).

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•	Performance Share Payout – In February 2014 Questar's Board added an absolute total shareholder return (TSR) requirement to our Performance Shares which requires annualized TSR of at least 15 percent to earn the maximum award. Additionally, the award would be further reduced if TSR is negative.

•	No employment agreements – Questar has no individual employment agreements with any officer.

•	No separate change-in-control agreements – All officers participate in the same change-in-control severance plan.

•	No excise tax gross-ups upon change in control – The Company does not provide excise tax gross-ups for severance benefits.

•	No short-sales or hedging of Questar's common stock, and no excessive pledging.

•	No repricing of underwater options.

•	attract, motivate, reward and retain the management talent required to achieve Company objectives at compensation levels that are fair, equitable and competitive with comparable companies;

•	focus management efforts on short and long-term drivers of shareholder value;

•	tie a significant portion of executive compensation to Company long-term stock price performance and thus shareholder returns;

•	foster a results-oriented culture while enhancing Questar’s reputation for ethics, integrity and safety; and

•	create balance across multiple financial and operating metrics and time periods to support sound risk management.

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1	Information obtained from Standard & Poor's Research Insight. Data reflects market capitalization values as of September 2014, and revenue and assets as of the most recent fiscal year as of October 2014 when the peer group was reviewed.

2	Enterprise value represents market capitalization plus debt and preferred stock minus cash as of the most recent fiscal year end.

3	CEO data from New Jersey Resources Corporation is not considered in setting our CEO compensation because New Jersey Resources' CEO serves on Questar's Board.

4	Questar's revenues do not include approximately $372 million of affiliated company revenues.

•	Towers Watson's Survey on Top Management Compensation, Utility Company Cut; and Mercer Benchmark Database, Executive, Utility Company Cut – both surveys of large utility companies.

•	NGTI Survey – a survey of gas transmission-related positions.

•	ECI – Oil and Gas E&P Industry Compensation Survey – a survey of oil and gas exploration and production organizations.

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1	The peer group proxy data failed to provide adequate comparative information for Mr. Livsey in his role as head of Wexpro, our unique natural gas-development subsidiary. Market data from ECI and other factors were utilized.

2

Due to the limited proxy disclosures by the selected peer groups on an individual basis, Mr. Bradley's peer group was expanded to include top executives at CenterPoint Energy, ONEOK and The Williams Companies that better reflect his role as head of a FERC-regulated natural gas pipeline. These incorporated companies that are beyond the primary peer group are significantly larger than Questar Pipeline, which the MPC considered when setting his total compensation.

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1	Corporate stakeholder value goals focused on: support the business unit's regulatory requirements and growth initiatives; outreach to key investors and involvement with community and industry; improve safety, risk and compliance culture; implement IT strategy and document work flow processes; and manage heath care plans and wellness culture.

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•	reviews and approves participation in the annual management incentive plans, objectives and performance targets for each major business unit;

•	reviews our consolidated financial results and the financial and operating results of the Company's major business units;

•	evaluates the individual performance of the named executive officers;

•	considers internal relative pay; and

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•	develops and approves executive officers' annual and long-term compensation.

•	reviewing, critiquing and proposing changes in Questar's compensation practices when necessary to maintain alignment with our compensation objectives, including providing the MPC recommendations regarding the Company's short and long-term incentive strategy;

•	providing advice and information on regulatory requirements and investor/shareholder policies relating to the Company's compensation practices;

•	reviewing our selected peers and providing input in any deviation or recommended changes or replacements;

•	preparing benchmarking reports analyzing each executive officer's compensation using peer company proxy data and market surveys;

•	reviewing MPC agendas and supporting materials before each meeting, and raising questions or issues with management and the MPC chair, as appropriate; and

•	providing input on specific compensation actions for executive officers.

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1

The amounts reported are: the aggregate grant date fair value of restricted stock/RSUs and performance shares granted in 2012, 2013 and 2014 determined under share-based compensation accounting guidance in accordance with FASB ASC Topic 718. For performance share awards, values reflect the value of the performance shares at the probable outcome of Company performance. The grant date fair market values of these awards at the maximum payout levels are:

2	Amounts reported reflect Company AMIP payments received. The amount listed for Mr. Jepperson for 2012, 2013 and 2014 includes amounts voluntarily deferred by him under the Questar Corporation Deferred Compensation Wrap Plan.

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4	Items included in column (i) for 2014 include Company matching contributions to the named executive officer's account in the 401(k) Plan and payment upon the officer's election to sell accrued paid-time off (PTO) which is limited to 40 hours per calendar year. These are the same benefits offered to all employees:

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1

The amounts represent the annual incentive plan award opportunities granted in February 2014 to each named executive officer for the 2014 performance period. The target amount was based on the target percentage and base salaries as of March 1, 2014. Actual payments under these awards have already been determined and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

2

The values under these columns represent the number of performance shares granted to named executive officers in 2014. It shows potential threshold, target or maximum payout amounts granted for the three-year performance period from January 1, 2014, to December 31, 2016. The method to calculate actual payout amounts is described in more detail above under the Long-term Equity Incentive Awards of the CD&A. The grant date fair value of the target shares is included in the Stock Awards column of the 2014 Summary Compensation Table. For a discussion of the performance share awards for 2014, see the CD&A section above.

3	This column represents grants made in February 2014 of RSUs, which grants vest over a three-year period, starting approximately one year after the grant date, with one-third of the units vesting in each remaining year.

4

The grant date fair value of stock awards is calculated in accordance with FASB ASC Topic 718. The assumptions used in determining grant date fair value of these awards are described in Note 11 to the consolidated financial statements included in Item 8 of Part II of Questar’s 2014 Form 10-K. This does not reflect the actual value a named executive officer may receive, which depends on meeting actual performance for the performance shares and market prices. There is no assurance that the amounts reflected will be realized.

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1

The outstanding options granted prior to July 1, 2010, do not reflect QEP Resources ("QEP") options obtained when Questar spun off QEP on June 30, 2010. In conjunction with the spinoff, all outstanding Questar stock options were adjusted into two separate awards -- one denominated in Questar stock and one in QEP stock. The number of QEP stock options was equal to the number of Questar stock options the officer would have received effective on spin date (i.e., a ratio of one share of QEP stock for every share of Questar stock). The adjustment preserved, but did not increase, the equity awards’ value.

2	Options granted are fully exercisable. No options were granted after 2010.

3	The disclosed exercise price is an adjusted price due to the spin-off of QEP. The original exercise price was $35.38 for options granted February 10, 2009 and $40.65 for options granted February 9, 2010.

4	Columns (g) and (h) reflect the number of shares of unvested restricted stock or RSUs that remain outstanding and corresponding market value based on Questar's common stock closing market price on December 31, 2014. These awards vest over three years in three equal installments starting on March 5 of the year following the grant year.

5

Columns (i) and (j) relate to performance shares granted in 2013 and 2014. These shares become earned and vested at the end of a three-year performance period from, respectively, January 1, 2013 - December 31, 2015, and January 1, 2014 - December 31, 2016. The number of shares earned, if any, is subject to each officer's continued employment and the Company's total shareholder return compared to its peer group of companies at the end of each three-year performance period. The number of performance shares shown in column (i) are: for the 2013-2015 performance period, the maximum number of shares that may be earned if Questar's total shareholder return ranked first out of the 15 selected peers; and for the 2014-2016 performance period, the threshold number of shares that may be earned if the Company's total shareholder return ranked 12 out of the 15 selected peers, which is the lowest ranking for shares to be earned. The value shown in column (j) is the number of shares shown in column (i) times Questar's common stock closing price on December 31, 2014.

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1	The years of credited service for the named executives assumes they were eligible for early retirement as of December 31, 2014. A full year of credit is given in a participant's last year of service when a participant is eligible for early retirement (age 55 with 10 years of service) and has worked 1,000 hours with a participating company.

2

The present value of accumulated benefit calculation is based on an assumed retirement date at the later of: age 62 (the earliest age a Pension Plan participant may retire without a benefit reduction due to age) or December 31, 2014. The calculation above, as well as the calculation for the change in pension value and nonqualified deferred compensation earnings in the Summary Compensation Table, also uses the following year-end financial disclosure assumptions:

•	Marital status: 80% married with spouses three years younger than executives

•	Form of Payment

◦	Pension: Married – 60 percent electing 50 percent Joint & Survivor (J&S) annuity, 15 percent electing 75 percent J&S annuity, and 25 percent electing 100 percent J&S annuity

◦	SERP:     Lump sum

•	Discount rate

◦	Pension:    4.10 percent as of 1/1/2015 and 4.90 percent as of 1/1/2014

◦	SERP:     2.90 percent as of 1/1/2015 and 3.30 percent as of 1/1/2014

•	Post-normal retirement age (NRA) mortality: 12/31/2015: RP-2014 Annuitant table, using Scale MP with generational projection as of 1/1/2015 and 12/31/2014: IRS 2014 Static Table. No post retirement mortality was used for the SERP.

•	Note that no mortality is assumed prior to NRA for proxy disclosure purposes

3

Messrs. Jibson, Jepperson and Livsey also have a supplemental retirement benefit provided when Questar changed its vacation policy on January 1, 1997. Benefits were calculated by multiplying their December 31, 1996, base salaries by hours accrued under the service-date vacation schedule in place prior to the change. These benefits are frozen and include $354 for Mr. Jibson, $1,616 for Mr. Jepperson and $3,006 for Mr. Livsey.

4	Mr. Hadlock is not eligible to participate in the Pension Plan or SERP as he was hired after the Pension Plan closed on July 1, 2010.

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1	The named executives automatically participate in the 401(k) Supplemental Program when their compensation exceeds the compensation cap ($260,000 in 2014) and they can no longer make 401(k) Plan deferrals. Amounts reported are also included in the Summary Compensation Table in the Salary column (for 2014) and the Non-Equity Incentive Plan Compensation column (for 2013).

2	Aggregate earnings are not included in the Summary Compensation Table because they do not include above-market or preferential earnings.

1	The Non-Equity Incentive Plan values are the same as those shown in the Summary Compensation Table, except for payments to Mr. Hadlock due to retirement. Mr. Hadlock does not have the requisite 10 years of service to receive payments under AMIP or performance shares due to “retirement.”

2

Except for payments to Mr. Hadlock due to retirement, Equity Incentive Plan Payment values represent the number of performance shares earned for the 2012-2014 performance period; target number of pro-rated shares earned for the 2013-2015 performance period; the threshold amount of pro-rated shares for the 2014-2016 performance period. The prorated amount is determined based on the number of months of the performance period the executive was employed. Executives do not receive pro-rated amounts unless they have been employed for at least 12 months of the performance period, unless otherwise approved by the MPC. The pro-rated amounts do not reflect actual payouts which would be

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3	Reflects the acceleration of unvested restricted stock and RSUs multiplied by Questar's stock price on December 31, 2014.

4	The amount reported under the Non-Equity Incentive Plan Payments for Mr. Jepperson includes amounts deferred under the Deferred Compensation Wrap Plan. His deferred amount will be paid following his termination pursuant to his plan elections.

•	a cash payment equal to three times the participant's annual base salary and the target annual incentive payment;

•	a cash payment of the prorated target amount under the annual incentive plan;

•	a cash payment representing the difference between the net present value of the Pension Plan and SERP benefits calculated at termination (retirement benefit) and the retirement benefit with two added years of credited service; and

•	continued medical and dental insurance coverage, basic and supplemental life insurance, accidental death or dismemberment and disability coverage for 24 months after termination.

•

any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (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;

•

the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of October 26, 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 Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on October 26, 2010, or whose appointment, election or nomination for election was previously so approved or recommended;

•

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 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

•	the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for 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

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1	These are the same accelerated equity amounts disclosed on the Termination Due to Death or Disability Table above.

2

On a change in control, a participant becomes fully vested in the shares earned and the outstanding performance period(s) end on the change-in-control date. The number of performance shares earned on that date is determined using the metrics outlined in the award agreement(s) applied to the shortened performance period(s). The disclosed amount reflects actual payout (at target shares) for the 2012-2014 performance period; 32 percent of target for the 2013-2015 performance period; and 49 percent of target for the 2014-2016 performance period.

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•	Reserve 5,500,000 shares of common stock to be available for future Stock Plan awards.

•	Remove the requirement that "full-value awards," meaning those awards that are restricted stock, restricted stock units, performance shares, or other awards that are not subject to payment of an exercise or purchase price, will be counted against the shares available for issuance in a 2-to-1 ratio.

•	Provide that shares tendered or withheld to satisfy tax withholding obligations for full-value awards are available for future Stock Plan awards.

•	Increase the performance share distribution maximum to a single participant for any performance period beginning in any one fiscal year to 500,000 shares (from 100,000 shares) or $10 million (from $5 million), if paid in cash.

•	Provide that for restricted stock or restricted stock unit ("RSU") awards, the vesting period shall be no less than one year from the grant date, except in the event of death, disability or change in control and that restricted stock and restricted stock unit awards for up to 300,000 shares may be granted without this restriction.

•	Extend the Stock Plan duration to May 27, 2025.

•

Questar’s three-year average burn rate. Our three-year average burn rate was 0.25% for fiscal year 2012 through fiscal year 2014 and our one-year burn rate was 0.29% for fiscal year 2014. We define burn rate as the total number of full value shares (i.e., awards other than stock options and SARs) and stock options granted to participants expressed as a percent of the fully diluted weighted average shares outstanding. We believe our historical burn rate is reasonable for a company of our size in our industry.

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Expected dilution. As of December 31, 2014, our existing overhang as it relates to the existing Stock Plan was 3.21%. We define existing overhang as the sum of the total number of unvested full value shares (i.e., awards other than stock options and SARs) and outstanding stock options plus shares of common stock available for future grants under our equity compensation plans expressed as a percentage of the fully diluted weighted average shares outstanding. Our total overhang as of February 18, 2015, the Effective Date of the Stock Plan, would be 4.03%, based on including the 5,500,000 shares that would be available for future grants under the Stock Plan as amended. We believe that the expected dilution that will result is reasonable for a company of our size in our industry.

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