QUESTAR CORP
EXHIBIT 10.11
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<TYPE>EX-10.11
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<DESCRIPTION>EXHIBIT 10.11
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                                                                   Exhibit 10.11

                               QUESTAR CORPORATION
                           DEFERRED COMPENSATION PLAN
                        FOR HIGHLY COMPENSATED EMPLOYEES
               (As Amended and Restated Effective January 1, 2002)

     Questar Corporation hereby amends this DEFERRED COMPENSATION PLAN FOR
HIGHLY COMPENSATED EMPLOYEES, effective January 1, 2002. This Plan, which was
originally adopted effective November 1, 1993, is an unfunded plan established
to provide highly compensated employees with an opportunity to defer receipt of
up to a specified portion of their annual compensation in order to reduce
current tax obligations.

1.   DEFINITIONS.

     "Affiliated Company" means the Company and any corporation that is a member
of a controlled group of corporations (as defined in Section 414(b) of the
Code), which includes the Company.

     "Beneficiary" means that person or persons who become entitled to receive a
distribution of benefits under the Plan in the event of the death of a
Participant prior to the distribution of all benefits to which he is entitled.

     "Code" means the Internal Revenue Code of 1986 and amendments thereto.
Reference to a section of the Code shall include that section and any comparable
section or sections of any future legislation that amends, supplements or
supersedes said section.

     "Common Stock" means common stock of the Company.

     "Company" means Questar Corporation, a corporation organized and existing
under the laws of the State of Utah, or its successor or successors.

     "Compensation" means an Employee's salary or wages and payments under
incentive compensation plans paid by the Employer and includable in taxable
income during the applicable Plan Year, but exclusive of any other forms of
additional Compensation such as the Employer's cost for any public or private
employee benefit plan or any income recognized by the employee as a result of
exercising stock options. An Employee's Compensation for any Plan Year shall
include any Elective Deferrals of the Employee under the Company's Employee
Investment Plan or other tax-qualified plans. An Employee's Compensation also
shall include the amount of any reduction in Compensation for a Plan Year agreed
upon under one or more Compensation reduction agreements entered into pursuant
to the Questar Corporation Cafeteria Plan and any pre-tax parking payments that
are not includable in the gross income of any Employee by reason of Section 132
(f)(4) of the Code.

     "Disability" means a condition that renders a Participant 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 to be
of long-continued and indefinite duration. A Participant shall not be considered
to be disabled unless he furnishes

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proof of the existence of such disability in such form and manner as may be
required by regulations promulgated under Code Section 72(m)(7).

     "Employee" means any officer or key manager of an Employer who meets the
eligibility criteria set out in Paragraph 4 of this Plan.

     "Employer" means the Company and each Affiliated Company that consents to
the adoption of the Plan.

     "Fair Market Value" means the closing benchmark price of the Company's
common stock as reported on the composite tape of the New York Stock Exchange
for any given valuation date or the next preceding day on which sales took place
if no sales occurred on the actual valuation date.

     "Participant" means an Employee who has made an election under Paragraph 5
of this Plan.

     "Plan" means the plan set forth in and created by this document and all
subsequent amendments thereto.

     "Plan Year" means the fiscal year of the Plan, which shall coincide with
the Company's fiscal year.

     "Tax-Qualified Plan" means the Questar Corporation Employee Investment
Plan, as amended from time to time, or any tax-qualified plan adopted by the
Company.

2.   PURPOSE OF PLAN.

     The purpose of the Plan is to provide eligible Employees with the
opportunity to defer receipt of up to a specified portion of their annual
Compensation in order to reduce current tax payment obligations.

3.   ADMINISTRATION.

     The Management Performance Committee of the Company's Board of Directors
shall construe and administer the Plan and shall have full authority to make
such rules and regulations deemed necessary or desirable to carry out such
administration. The Management Performance Committee may appoint an officer or
department to assist with the administration of the Plan. All interpretations of
the Plan by the Committee shall be final and binding on all parties, including
Participants, Beneficiaries and Employers.

4.   ELIGIBILITY.

     All officers and any key manager whose annual Compensation is expected to
exceed $125,000 are eligible to participate in the Plan.

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5.   ELECTION TO DEFER COMPENSATION.

     In order to participate in the Plan during 1993, an Employee must make an
election to defer at least $500 per month of participation. For the first Plan
Year, which is a partial Plan Year, such election must be made at or prior to
the effective date of this Plan and can only be made as to Compensation to be
paid for future services. In order to participate in subsequent Plan Years, an
Employee must make an election to defer an annual amount from $5,000 to 50
percent of annual Compensation. Such elections must be made prior to the first
day of the Plan Year in which it is to become effective and can only be made
with respect to Compensation to be paid for future services. A deferral
election, once made, shall remain in effect for subsequent Plan Years until it
is revoked or modified by the Participant. A Participant can modify or revoke
his deferral election with respect to Compensation to be paid for future
services by submitting a new election or a revocation prior to the beginning of
the Plan Year in which such new deferral election or revocation is to become
effective. All notices of election or revocation shall be made on forms prepared
by the Company's Secretary and shall be dated, signed, and filed with the
Company's Secretary.

6.   ELECTIONS, DEEMED INVESTMENTS.

     When making an election to defer Compensation, an Employee must choose
between two methods of determining earnings on the deferred Compensation. He may
choose to have such earnings calculated as if the deferred Compensation had been
invested in shares of the Company's Common Stock (the "Common Stock Option") or
he may choose to have earnings calculated by adding 100 basis points to the
interest payable on a 10-Year Treasury Note (the "Treasury Note Option"). An
Employee may also choose to allocate his deferred Compensation between the
options in increments of 25 percent, 50 percent, or 75 percent.

     The Participant must designate his deemed investment for all of the
Compensation he elects to defer in any given year. He may change the deemed
investment for future deferred Compensation by filing the appropriate notice
with the Company's Corporate Secretary before the first day of each calendar
year, but such change shall not affect the method of determining earnings of any
Compensation deferred in a prior year.

     Any deferred Compensation accounted for under the Common Stock Option shall
be accounted for as if invested in shares of Common Stock purchased at a price
equal to the closing benchmark price of the Common Stock on the New York Stock
Exchange each payroll date. This amount shall be credited to a Participant's
account on a payroll date basis. In addition, a Participant's account shall be
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 Common
Stock had been made, with such dividends accounted for as if invested in Common
Stock as of the payable date for such dividends. Any credited shares treated as
if they were purchased with dividends shall be deemed to have been purchased at
a price equal to the closing benchmark price of the Common Stock on the dividend
payment date.

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     If a Participant elects the Treasury Note Option, his account will be
credited with any Compensation deferred by the Participant in any given month.
Interest shall be calculated at a monthly rate calculated by dividing by 12 the
sum of 100 basis points plus the rate for the appropriate 10-Year Treasury Note
as quoted in the WALL STREET JOURNAL under "Consumer Savings Rates" on the
Thursday closest to the end of the month or other published source of such rates
as identified by Questar Corporation's Treasury department. The appropriate
10-Year Treasury Note shall be the Note that is the closest (in terms of months)
to the date on which the interest is credited. The interest deemed to be
credited to each Account shall be based on the amount credited to such Account
at the beginning of each particular month.

7.   INTEGRATION WITH OTHER PLANS.

     If an employee elects to reduce his Compensation under the terms of this
Plan, six percent of any Compensation deferred shall be accounted for under the
terms of the Questar Corporation Deferred Share Plan. A Participant's benefits
(if any) under the Company's Executive Incentive Retirement Plan shall be based
on the Participant's base salary including any base salary deferred under the
terms of this Plan, the Company's Deferred Share Plan the Deferred Share Make-up
Plan, and any base salary reductions under the Company's Tax-Qualified Plan or
Cafeteria Plan and pre-tax parking arrangements. A Participant's benefits (if
any) under the Company's Supplemental Executive Retirement Plan shall be based
on the Participant's Compensation plus any Compensation deferred under the terms
of this Plan or the Company's Deferred Share Plan, and Deferred Share Make-Up
Plan.

8.   ACCOUNT STATEMENT.

     Within 60 days after the end of the calendar year, a statement shall be
sent to each Participant listing the balance in his account as of the end of the
year.

9.   PAYMENT OF ACCOUNT BALANCES.

     When making the first deferral election under Paragraph 5, a Participant
shall determine when to receive the Compensation deferred by him. A Participant
can elect to receive such deferred Compensation at a specified date prior to his
termination of employment, e.g., December 31, 2002, upon his termination of
employment or at a specified time within five years after his termination of
employment. A Participant can also elect whether to receive deferred
Compensation in a lump-sum payment or in a number of annual installments (not to
exceed four). A Participant cannot change such elections for Compensation
previously deferred, but can change such elections for Compensation to be paid
for future services.

     Under the Common Stock Option, the account balance shall be valued using
the Fair Market Value of the Company's Common Stock on the last day of the
calendar month preceding payment and shall be converted to a cash balance based
upon such Fair Market Value. Under an installment payout, the Participant's
first installment shall be equal to a fraction of the balance credited to his
account (or the portion of his account to be paid in installments) as of the
last day of the calendar month preceding such payment, the numerator of which is
one and the denominator of which is the total number of installments selected.

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The amount of each subsequent payment shall be a fraction of the balance in the
Participant's account as of the last day of the calendar month preceding each
subsequent payment, the numerator of which is one and the denominator of which
is the total number of installments elected minus the number of installments
previously paid.

     Under the Treasury Note Option, the account balance shall be valued as of
the date of withdrawal, which is the last day of the calendar month preceding
payment, with interest credited to such date. Under an installment payout, the
Participant's first installment shall be equal to a fraction of the balance
credited to his account (or the portion of his account to be paid in
installments) as of the last day of the calendar month preceding such payment,
the numerator of which is one and the denominator of which is the total number
of installments selected. The amount of each subsequent payment shall be a
fraction of the balance in the Participant's account as of the last day of the
calendar month preceding each subsequent payment, the numerator of which is one
and the denominator of which is the total number of installments elected minus
the number of installments previously paid.

10.  MISCELLANEOUS PAYMENT ISSUES.

     (a)  ADVERSE TAX DETERMINATION. If there is a determination by the Internal
Revenue Service (IRS) that a Participant should be taxed on some or all of the
amounts allocated to his account prior to the distribution date(s) elected under
Paragraph 9, the Participant may elect to have all amounts determined to be
currently taxable paid to him immediately prior to the time he must pay any
taxes owed as a result of such IRS determination.

     (b)  CHANGE IN CONTROL. Notwithstanding any other provision of this Plan,
in the event of a "Change in Control" of the Company (as defined below), all
deferred Compensation credited to a Participant's account shall be distributed
to him within 60 days following the Change in Control.

     A Change in Control of the Company shall be deemed to have occurred if (i)
any "Acquiring Person" (as such term is defined in the Rights Agreement dated as
of February 13, 1996, between the Company and U. S. Bank, National Association
("Rights Agreement")) is or becomes the beneficial owner (as such term is used
in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of 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 May 19,
1998, constitute the Company's Board of Directors ("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 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
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 May 19, 1998, or
whose appointment, election or nomination for election was previously so
approved or recommended; or (iii) the Company's stockholders approve 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 consolidation that would
result in the

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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
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 combined voting power of the voting securities of which
are owned by stockholders of the Company in substantially the same proportions
as their ownership of the Company immediately prior to such sale. A Change in
Control, however, shall not be considered to have occurred until all conditions
precedent to the transaction, including but not limited to, all required
regulatory approvals have been obtained.

     (c)  METHOD OF PAYMENT. All amounts credited to a Participant's account
shall be distributed to him or, in the event of his death, to his Beneficiary,
in cash and in accordance with the election made by the Participant.

     (d)  SOURCE OF PAYMENTS. Each participating Employer will pay all benefits
for its Employees arising under this Plan, and all costs, charges and expenses
relating to such benefits, out of its general assets.

11.  AMENDMENT AND TERMINATION OF PLAN.

     The Plan may be amended, modified or terminated by the Company's Board of
Directors at any time. Provided, however, no such amendment, modification or
termination shall be made in the event there is a Change in Control, as defined
in Paragraph 10(b). In addition, no amendment, modification, or termination
shall reduce any deferred benefit under the Plan reflected in a Participant's
account prior to the date of such amendment or termination.

12.  NON-ASSIGNABILITY OF BENEFITS.

     To the extent consistent with applicable law, the Participant's deferred
benefits under this Plan shall not be assigned, transferred, pledged, or
encumbered or be subject in any manner to alienation or attachment.

13.  NO CREATION OF RIGHTS.

     Nothing in this Plan shall confer upon any Participant the right to
continue as an Employee of an Employer. The right of a Participant to receive a
cash distribution shall be

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an unsecured claim against the general assets of his Employer. Nothing contained
in this Plan nor any action taken hereunder shall create, or be construed to
create, a trust of any kind, or a fiduciary relationship between the Company and
the Participants, Beneficiaries, or any other persons. All accounts under the
Plan shall be maintained for bookkeeping purposes only and shall not represent a
claim against specific assets of any Employer.

14.  EFFECTIVE DATE.

     The Plan, as originally adopted, was effective November 1, 1993. The Plan,
as amended and restated, is effective January 1, 2002, and shall remain in
effect until it is discontinued by action of the Company's Board of Directors.

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