QUESTAR CORP
EXHIBIT 10.13
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<TYPE>EX-10.13
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<FILENAME>a2075136zex-10_13.txt
<DESCRIPTION>EXHIBIT 10.13
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                                                                   Exhibit 10.13

                               QUESTAR CORPORATION
                           DEFERRED SHARE MAKE-UP PLAN
               (As Amended and Restated Effective January 1, 2002)

     Questar Corporation hereby amends this Deferred Share Make-up Plan
effective January 1, 2002. This Plan, which was originally adopted effective May
19, 1998, is an unfunded plan established for the exclusive purpose of providing
comparable benefits to Employees who elect to defer compensation under the terms
of the Questar Corporation Deferred Compensation Plan as would be available to
them under the Employee Investment Plan. All of such Employees are select key
management and highly compensated employees.

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
payments under the Investment Plan (or successor plan) in the event of the death
of a Participant prior to the distribution of all benefits to which he/she is
entitled under the such plan.

     "Code" means the Internal Revenue Code of 1986 and amendments. 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, including 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 Investment Plan or
other tax-qualified plan. 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.

     "Compensation Limit" means the annual amount specified under Section 401
(a)(17) of the Code, which dollar amount is $200,000 as of January 1, 2002 and
as it may be adjusted in the future.

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     "Deferred Shares" means those units credited to a Participant's account as
a bookkeeping entry only that represent shares of Common Stock in which
investments are deemed to be made under this Plan.

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

     "Elective Deferrals" means the pre-tax contributions made to the Investment
Plan or other tax-qualified plan by an Employer on behalf of a Participant
pursuant to a salary reduction agreement entered into by the Participant under
Section 401(k) of the Code.

     "Employee" means any employee of an Employer who meets the eligibility
criteria set out in Section 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.

     "Investment Plan" means the Questar Corporation Employee Investment Plan,
as amended from time to time, or any successor plan. Such plan is qualified
under the provisions of Section 401(a) of the Code.

     "Participant" means an Employee who has made an election under Section 6 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.

     Any capitalized term used in this Plan for which no definition is given
shall have the same meaning given such term in the Investment Plan.

2.   PURPOSE OF PLAN.

     The purpose of this make-up Plan is to provide a benefit to an Employee
approximately equal to the benefit he would have received under the Investment
Plan if the Compensation Limit were inapplicable.

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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 key managers whose annual Compensation is expected to
exceed the Compensation Limit and who participate in the Investment Plan are
eligible to participate in the Plan.

5.   TRANSFER OF ACCOUNT BALANCES, DEFERRED SHARE PLAN.

     Any Deferred Shares allocated to an Employee's account balance under the
Deferred Share Plan prior to June 1, 1998, shall be transferred to this Plan as
of such date to the extent that such Deferred Shares are attributable to six
percent of Compensation deferred in excess of the Compensation Limit and can be
segregated from any Deferred Shares attributable to six percent of any
Compensation deferred pursuant to the Company's Deferred Compensation Plan.

6.   ELECTION TO DEFER COMPENSATION AND DEEMED INVESTMENT.

     (a) DEFERRAL ELECTION. Any Employee who has previously made an election to
defer Compensation for purposes of the Deferred Share Plan shall automatically
become a Participant in this Plan for 1998 and subsequent years at such time
that his/her Compensation exceeds the Compensation Limit. 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/her
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.

     (b) DEEMED INVESTMENT. Any amounts deferred by a Participant 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 each payroll date as of January 1, 2002. 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. Each share of Common Stock that is

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deemed to be purchased under this Paragraph 6(b) shall be reflected in a
Participant's account as a Deferred Share.

7.   MATCHING ALLOCATIONS.

     (a) AMOUNT. A Participant who makes an election under Section 6 is entitled
to the same Matching Allocations as are made under the terms of the Investment
Plan. The Matching Allocations are 100 percent for the first 3 percent of
contributed Compensation and 60 percent for the second 3 percent.

     If there are any Excess ESOP Allocations under the Investment Plan for a
Plan Year prior to 2000, a Participant shall be entitled to an additional
allocation under this Plan if he is employed by an Employer on the last day of
such Plan Year or if his employment terminated during such Plan Year as a result
of death, Disability or retirement. Such additional allocation shall be
calculated by multiplying the Compensation deferred by the Participant under the
Plan during the Plan Year by the same percentage used for the Excess ESOP
Allocation in the Investment Plan for the comparable year. Any Compensation
deferred pursuant to the Deferred Share Plan between January 1, 1998 and the
effective date of this Plan that is represented by Deferred Shares transferred
to this Plan shall be included in Compensation deferred pursuant to the terms of
this Plan for purposes of calculating the Excess ESOP Allocation.

     The amount of Matching Allocations shall be accounted for as if invested in
shares of Common Stock purchased at a price equal to the closing benchmark price
paid for shares of Common Stock reported on the New York Stock Exchange on the
applicable payroll date. Effective January 1, 2002, Common Stock deemed to have
been purchased with Matching Allocations shall be credited to a Participant's
account each payroll date.

     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. Each share of
Common Stock that is deemed to be purchased under this Section 7 shall be
reflected in the Participant's account as a Deferred Share.

     (b) VESTING. A Participant shall be vested in the portion of his account
attributable to Matching Allocations to the same extent as such Participant is
vested in any Matching Allocations credited to his account under the Investment
Plan.

8.   STATEMENT OF DEFERRED SHARE ACCOUNT.

     An annual statement shall be sent to each Participant within 60 days
following the end of each year showing for each preceding Plan Year the
Compensation deferred, Matching Allocations, Excess ESOP Allocations, the total
Deferred Shares credited to the Participant's account, and the number of these
Deferred Shares that are attributable to the Participant's deferred

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Compensation, to Matching Allocations, Excess ESOP Allocations, and to
reinvested dividends. Such information shall be shown on a payroll date basis.

9.   PAYMENT OF ACCOUNT BALANCE.

     (a) PERIOD OF DEFERRAL. The Participant's prior deferral election(s) for
the Deferred Share Plan shall be applicable to this Plan for any amounts
transferred to this Plan. When making a first deferral election under Paragraph
(a) of Section 6, a Participant shall elect to receive all deferred
Compensation, Matching Allocations, and Excess ESOP Allocations either in a
lump-sum payment within 45 days following his death, Disability, or termination
of employment or in a number of annual installments (not to exceed four), the
first of which would be payable within 45 days following his death, Disability
or termination of employment with each subsequent payment payable one year
thereafter. 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 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.

     (b) 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 (a) of this Section 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.

     (c) CHANGE IN CONTROL. Notwithstanding any other provision of this Plan, in
the event of a "Change in Control" of the Company, all Deferred Shares credited
to a Participant's account shall be converted to cash equal in amount to the
Fair Market Value of the Deferred Shares if converted into shares of the
Company's Common Stock. The cash shall be distributed to him within 60 days
following the Change in Control. 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.

     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) 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 20 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

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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 (2/3) 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 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 any parent thereof 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.

     (d) 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.

     (e) SOURCE OF PAYMENTS. Each participating Employer will pay all benefits
for its Employees arising under this Plan.

10.  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 (c) of Section 9. 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.

11.  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.

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12.  NO CREATION OF RIGHTS.

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

13.  EFFECTIVE DATE.

     The Plan as originally adopted, was effective on May 19, 1998. The Plan, as
most recently 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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