---

1.	Elect eight directors to serve one-year terms;

2.	Ratify the selection of Ernst & Young LLP the Company’s independent auditor;

3.	Approve on an advisory basis the compensation of the Company's named executive officers; and

4.	Act on any other matters that may properly come before the meeting.

---

---

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, which are more fully described in this Proxy Statement. This Proxy Statement is a document that Securities and Exchange Commission (SEC) regulations require us to give you when we ask 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 of our officers -- Mr. Kevin W. Hadlock and Mr. Thomas C. Jepperson -- as proxies or proxy holders for the 2014 Annual Meeting.

Q:	Who can vote?

A:	Shareholders at the close of business on March 14, 2014, may vote at the Annual Meeting. Each holder is entitled to one vote for each share owned on that date.

Q:	If I am a shareholder of record, what am I voting on?

A:	You will be voting on:

•	Item 1 – the election of eight directors to serve until their terms expire at the Company's 2015 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

•	Item 2 – the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent auditor for 2014.

•	Item 3 – an advisory resolution approving the compensation of the Company's named executive officers.

Q:	How does the Board recommend that I vote my shares?

A:	For the reasons described in more detail later in this Proxy Statement, the Board recommends that you vote:

•	FOR each of the nominees in Item 1.

•	FOR the ratification of Ernst & Young LLP as the Company's independent auditor for 2014.

•	FOR the advisory resolution approving the Company's named executive officers compensation.

Q:	How do I vote?

A:	You may vote by Internet. You may submit your vote by proxy online by following the instructions provided in the Notice Regarding Availability of Proxy Materials (the Notice) or on the proxy card mailed to you or sent to you electronically. The Notice provides instructions for accessing proxy materials on a website or for requesting printed copies of the proxy materials.

---

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 refer to the instructions provided by that broker, bank or nominee regarding how to vote or how to 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 (NYSE) rules determine whether proposals presented at shareholder meetings are routine or not. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote on the proposal without receiving voting instructions from the owner. If a proposal is not routine, the broker or other entity may vote on the proposal only if the owner provides voting instructions. A broker non-vote occurs when the broker or other entity is unable to vote because the proposal is not routine and the owner does not provide instructions.

Q:	What constitutes a quorum?

A:	On the March 14, 2014 record date, the Company had 175,144,275 shares of common stock issued and outstanding. A majority of those shares, or 87,572,138, 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:

Election of Directors: Election of the director nominees named in Item No. 1 requires that more shares are voted “for” a nominee than “against” the nominee unless there are more nominees for director than available positions, in which case the candidates receiving the highest number of affirmative votes of the shares entitled to be voted are elected as directors. At this time, the Company does not expect more nominees for director than available positions. Shares represented by executed proxies are voted, unless contrary instructions are provided, for the election of the nominees named in Item 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 having been voted and have no effect on the outcome of the election of directors. 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 14, 2014, 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 I-15 Freeway traveling from the North to St. George is as

---

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, those 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 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 proxy previously submitted is revoked.

Q:	Who pays for the solicitation?

A:

The Company pays for solicitation of proxies 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 the solicitation of votes as requested. The Company will pay Georgeson Inc. a $13,500 fee plus customary costs and expenses for these services, and it has agreed to indemnify Georgeson Inc. against certain liabilities specific to this engagement.

---

•	Questar Gas Company, which 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, our unique natural gas-development subsidiary, which develops and produces natural gas from reserves contractually dedicated and sold to Questar Gas at its cost of service. This includes an after-tax return under the terms of the comprehensive "Wexpro Agreement" of about 20 percent on its investment base as defined in that agreement.

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

---

---

---

---

---

•	Annual election of all directors by majority vote

•	Of the eight director nominees, seven 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 meetings of the Board and its committees, as well as setting the agendas for all board and committee meetings;

•	maintains close contact with Board committee chairs;

•	facilitates communication between the directors and the CEO; and

•	communicates the Board's evaluation of the CEO to the CEO.

---

1	Prior to Mr. Michael's retirement in May 2013, in addition to being the lead independent director, he served as chair of the Governance and Nominating Committee and also served as a member of the Management Performance Committee. Mr. Downes was appointed Chair of the Nominating Committee following Mr. Michael's retirement.

---

•	Reviewing the recommended base salary as well as the annual and long-term incentive award opportunities for the Company's 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-term and long-term incentive programs, and verifying the achievement of such goals; and

•	Administering our equity-based and other executive compensation plans.

---

---

---

---

---

1	Messrs. Michael and Helms and Ms. Ranich received only a pro-rated portion of their fees due to the shorter time period they served on the Board in 2013.

2

On February 12, 2013, each director (except Mr. Helms and Ms. Ranich) received a grant of 4,234 shares of restricted stock or RSUs with a grant date value of $100,007. The awards vested on March 5, 2014. Those directors who elected to defer their equity received phantom restricted stock. Effective the beginning date of their service, Mr. Helms and Ms. Ranich received the same RSU grants pro-rated for the shorter time period they would serve on the Board over the vesting period. Pursuant to the terms of Mr. Michael's RSU award, the vesting of his RSUs accelerated on the date of his retirement. Directors held the following aggregate options and stock awards or phantom shares (and dividend equivalents) as of December 31, 2013:

---

1	The Company's executive officers have equivalent shares of Company stock held for their accounts in the Questar Corporation 401(k) Retirement Income Plan. The number of equivalent shares owned through such plan is as follows: Mr. Bradley 28; Mr. Jepperson 13,632; Mr. Jibson 38,719; and Mr. Livsey 5.

2	Includes unvested restricted stock as follows: Mr. Bradley 10,826; Mr. Hadlock 3,008; Mr. Jepperson 15,112; Mr. Jibson 33,464; and Mr. Livsey 14,111. The restricted stock receives dividends and has voting power.

3	Does not include RSUs or deferred RSUs awarded which do not have any voting or investment power; or phantom stock that are held through the deferred compensation plans available to the Company's directors and officers. The RSUs, deferred RSUs and phantom shares held by directors and executives are as follows:

---

4	Shares that can be acquired by exercising stock options on or within 60 days after March 12, 2014.

5	No individual director or executive officer beneficially owns at least or more than one percent of the shares outstanding as of March 12, 2014. The total beneficially owned by all directors and executive officers as a group equals 1.68% of the outstanding shares. The percentage of beneficial ownership is calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.

6	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.

7

Includes 72,244 shares held indirectly by Mr. Jibson in a family trust. Mr. Jibson is also 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 an aggregate of 108,426 shares as of March 12, 2014. As Chairman of such foundations, Mr. Jibson has voting power for such shares, but disclaims any beneficial ownership of these shares. These shares are not included in the total opposite his name.

8	Includes 9,404 shares held by Mr. Rattie's family's private foundation and 41,654 held in a family trust.

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, 2013. The number of shares owned by each principal shareholder may have changed since the date of the SEC filings.

2	As reported on Amendment No. 4 to Schedule 13G filed with the SEC on January 30, 2014. The filing indicates that of the referenced shares, BlackRock held sole voting power of 12,887,451 shares and sole dispositive power of all the shares.

3	As reported on Schedule 13G filed with the SEC on February 4, 2014. The filing indicates that State Street held sole voting power and sole dispositive power of all the referenced shares.

4	As reported on Amendment No. 2 to Schedule 13G filed with the SEC on February 12, 2014. The filing indicates that of the referenced shares, Vanguard held sole voting power of 107,452 shares, sole dispositive power of 10,157,874 shares and shared dispositive power of 96,252 shares.

5	As reported on Schedule 13G filed with the SEC on January 30, 2014. The filing indicates that of the referenced shares, JPMorgan Chase & Co. held sole voting power of 8,961,772 shares, shared voting power of 128,140 shares, sole dispositive power of 9,563,609 shares and shared dispositive power of 128,201 shares.

6	As reported on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2014. The filing indicates that Parnassus Investments held sole voting power and sole dispositive power of all of the referenced shares.

---

---

•	Questar earned a record adjusted income of $213.6 million, and realized adjusted consolidated return on average common equity of 18.7 percent.

•	Dividends paid in 2013 increased 7 percent over 2012, continuing a four-decade tradition of growing dividends.

•	Since restructuring Questar in 2010, we have delivered total shareholder return of 76 percent in stock appreciation and reinvested dividends.

•	Questar Gas again achieved record adjusted income of $52.8 million. Our utility posted a 12 percent earnings growth and 10.1 percent return on equity.

•	A 2013 general rate case lowered Questar Gas's allowed return on equity to 9.85 percent, but resulted in a $7.6 million revenue increase, increased basic-service fees and expanded the use of trackers for our ambitious multi-year program to replace aging feeder and belt lines.

•	Our utility continued to control its operating expenses while maintaining its high customer satisfaction rating.

---

•	Wexpro also had another record year, growing net income 6 percent to $110.6 million. It also increased its investment base by 11 percent while generating a 19.9 percent return on equity.

•	The Wexpro II agreement (Wexpro II) was approved by the Utah and Wyoming public service commissions, duplicating the unique natural gas-production model that has benefited Questar Gas customers and Questar shareholders for more than three decades. Expanding this win-win model should benefit Questar Gas customers and Questar shareholders well into the future.

•	Subsequent to Wexpro II being approved, Wexpro acquired an additional 42 percent working interest in natural gas producing properties in a unit located in southwestern Wyoming. In early 2014, Utah and Wyoming regulators approved these properties for inclusion under the new Wexpro II.

•	Questar Pipeline reported adjusted income of $60.6 million and a 10.0 percent ROE.

•	Major pipeline projects were completed to add almost 90,000 decatherms per day of additional natural gas capacity to enable it to stay cost-competitive in its regional market and maintain its gas storage leadership.

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

•	Questar Fueling opened two compressed natural gas (CNG) fueling facilities, including the nation's largest in Houston, Texas.

---

1	Target amounts reflect base salary, target bonus, actual restricted stock or restricted stock unit awards (collectively RSU), and target performance shares (PSU) awarded for the applicable year multiplied by the grant date stock price.

2	The amounts realized/realizable to our CEO reflect an above-target payout of the annual bonus plan for all three years, increase in restricted stock/restricted stock units realizable value due to the increase in the Company's stock price, but a below target payout for all three years in the performance shares based on performance through December 31, 2013.

---

1	The percentages are based on the values stated in the 2013 Summary Compensation Table except the target bonus is based on the 2013 target annual incentive set for each named executive officer, and 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 Committee, 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 Committee 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 Committee has retained its own independent compensation consultant since 2006 to assist in its annual review.

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

•	Annual risk analysis - The Committee 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.

•	Double trigger - The Company's change-in-control severance plan provides for cash payments after a change in control only if an employee is also terminated following the change in control (i.e., a double-trigger).

•	Share-ownership guidelines - The Company has adopted share-ownership guidelines for all officers.

•	Minimal perquisites - The only perquisite the Company provides to officers is the opportunity for an executive fitness evaluation.

•	Clawback policy - The Company adopted a clawback policy in February 2014.

---

•	No employment agreements - The Company 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 the Company'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 those of comparable companies;

•	focus management efforts on short-term 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 the Company’s reputation for ethics, integrity and safety; and

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

---

1	Information obtained from Standard & Poor's Research Insight. Data reflects market capitalization values as of September 30, 2012, assets as of June 30, 2012, and revenues as of the most recent fiscal year as of October 2012 when the peer group was reviewed.

2	Enterprise value represents market capitalization plus debt and preferred stock minus cash.

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

4	Questar's revenues do not include approximately $331 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 – 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.

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 which would better reflect his role as head of a FERC-regulated natural gas pipeline. These incorporated companies which are beyond the primary peer group are significantly larger than Questar Pipeline Company, which the Committee considered when setting his total compensation.

---

•	Obtain regulatory approval for major initiatives with positive outcomes such as Wexpro II and general rate case;

•	Manage a successful feeder-line program;

•	Enhance QGC's involvement in civic and business environment;

•	Meet and exceed requirements for public awareness of natural gas pipeline program;

•	Increase Questar Fueling's footprint and national exposure; and

•	Ongoing succession planning.

---

•	Bringing forth E&P growth acquisition candidates;

•	Seeking new customers for cost-of-service gas;

•	Optimizing production from its legacy properties; and

•	Retaining and developing key management and technical staff.

•	Manage staffing to maintain safe, efficient and reliable system operations while continuing to attract, manage and retain key employees;

•	Complete strategic review of non-core assets;

•	Continuously improve integrity management systems, promote a strong safety culture; and

•	Manage completion of two critical projects.

1	Stakeholder value goals for corporate focused on supporting the other business unit's regulatory requirements and growth initiatives; outreaching to key investors and involvement with community and industry; improving safety, risk and compliance culture; implementing IT strategy and documenting work flow processes; and managing heath care plans and wellness culture.

---

---

---

---

•	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

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

---

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

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

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

•	providing input on specific compensation actions for executive officers.

---

---

1

The amounts reported are: the aggregate grant date fair value of restricted stock and performance shares granted in 2011, 2012 and 2013 determined under share-based compensation accounting guidance in accordance with FASB ASC Topic 718. For the performance share awards, the values reflect the value of the performance shares at the probable outcome of Company performance. The grant date fair market values of such awards at the maximum level of payout for each of the awards is as follows:

2	The amounts reported reflect payments received by all officers under the Company's AMIP. The amount listed for Mr. Jepperson for 2011, 2012 and 2013 includes amounts voluntarily deferred by him under the Questar Corporation Deferred Compensation Wrap Plan.

---

4	Items included in column (i) for 2013 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:

---

1

The amounts represent the annual incentive plan award opportunities granted in February 2013 to each named executive officer for the 2013 performance year. The target amount was based on the target percentage and base salaries as of March 1, 2013. 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 the named executive officers in 2013 under the LTSIP. It shows potential threshold, target or maximum payout amounts granted for the three-year performance period from January 1, 2013 to December 31, 2015. The method of determination of the actual payout amounts is described in more detail above under the Long-term Incentives section of this Proxy Statement. The grant date fair value of the target is included in the Stock Awards column of the 2013 Summary Compensation Table. For a discussion of the performance share awards for 2013, see the CD&A section above.

3	This column represents grants made in February 2013 of restricted stock units, 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 the 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 the Company’s 2013 Form 10-K. This does not reflect the actual value a named executive officer may receive, which depends both on meeting actual performance for the performance shares and on market prices. There can be no assurance that the amounts reflected will be realized.

---

1

The outstanding option awards granted prior to July 1, 2010 do not reflect the QEP Resources options obtained when the Company spun off QEP Resources on June 30, 2010. In conjunction with the spinoff, all outstanding stock options originally denominated in shares of Company common stock were adjusted into two separate awards -- one denominated in Questar common stock and one denominated in QEP Resources common stock. The number of QEP Resources common stock distributed to award holders was equal to the number of QEP Resources shares that a shareholder of Questar common stock would have received effective on the June 30, 2010, spin date (i.e., a ratio of one share of QEP Resources common stock for every one share of Questar common stock). The resulting QEP Resources and Questar awards continue to be subject to the vesting schedule under the original Questar award agreement. The adjustment preserved, but did not increase, the equity awards’ value.

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

---

*	This price reflects a two-for-one stock split on June 18, 2007.

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 the closing market price of the Company's common stock on December 31, 2013. These awards, except for the July 1, 2010 award, vest in three equal installments starting on March 5 of the year following the year of grant. The July 1, 2010 awards were special grants made in recognition of each executive's efforts in accomplishing the spinoff of QEP Resources and vest in three equal annual installments starting on September 5, 2012.

5

Columns (i) and (j) relate to performance shares granted in 2012 and 2013. These shares become earned and vested at the end of a three-year performance period from, respectively, January 1, 2012 - December 31, 2014, and from January 1, 2013 - December 31, 2015. 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 2012-2014 performance period, the target number of shares that may be earned if the Company's total shareholder return ranked six out of the 15 peers selected; and for the 2013-2015 performance period, the threshold number of shares that may be earned if the Company's total shareholder return ranked 12 out of the 15 peers selected, which is the lowest ranking for any shares to be earned. The value shown in column (j) is the number of shares shown in column (i) times the closing price of the Company's common stock on December 31, 2013.

---

---

---

1	The number of years of credited service for the named executives assumes they were eligible for early retirement as of December 31, 2013. Under the terms of the Pension Plan, if the participant is eligible for early retirement and has worked 1,000 hours with a participating company in the last year of service, a full year of credit is given.

2

The present value of accumulated benefit calculation is based on an assumed retirement date at the later of: age 62 (the earliest age at which a participant may retire under the Pension Plan without a benefit reduction due to age) or January 1, 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:

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

•	Form of Payment

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

◦	SERP:     Lump sum

•	Discount rate

◦	Pension:    4.90% as of 1/1/2014 and 4.20% as of 1/1/2013

◦	SERP:     3.30% as of 1/1/2014 and 2.40% as of 1/1/2013

Ÿ	Post-normal retirement age (NRA) mortality: 12/31/2014: IRS 2014 Static Table and 12/31/2013: IRS 2013 Static Table. No post retirement mortality was used for the SERP.

Ÿ	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 the Company changed its vacation policy as of January 1, 1997. This benefit was calculated by multiplying the employee's December 31, 1996, base salary by the 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 was closed on July 1, 2010.

---

1	The named executives automatically participate in the 401(k) Supplemental Program when their compensation exceeds the compensation cap ($255,000 in 2013) and they can no longer make deferrals to the 401(k) Plan.

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

1	Except for payments to Messrs. Hadlock and Bradley due to retirement, the Non-Equity Incentive Plan values are the same as those shown on the Summary Compensation Table for 2013. Messrs. Hadlock and Bradley do not have the requisite 10 years of service to receive payments under AMIP or any performance shares due to a “retirement.”

2	Except for payments to Messrs. Hadlock and Bradley due to retirement, the Equity Incentive Plan Payment values represent the number of performance shares earned for the 2011-2013 performance period; the target number of pro-rated shares earned for the 2012-2014 performance period; and the threshold amount of pro-rated shares for the 2013-2015 performance period. The prorated

---

3	Reflects the acceleration of unvested restricted stock and RSUs multiplied by the Company's stock price on December 31, 2013.

4	Mr. Jepperson deferred 50 percent of his AMIP payment under the Deferred Compensation Wrap Plan. Payment of the deferred amount would be made to him following his termination pursuant to his elections under that plan.

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

•	a cash payment of the prorated target amount under the annual bonus plan(s);

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

•	continued medical and dental insurance coverage, basic and supplemental life insurance, accidental death or dismemberment and disability coverage for twenty four months following 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% 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 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 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% 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% or more of the combined voting power of the Company’s then outstanding securities; or

---

•

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% 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.

---

---

---

---

---

---