---

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

2.	Ratify the selection of Ernst & Young LLP as 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:	What is a proxy statement and what is a proxy?

A:

A 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. A proxy is your legal designation of another person to vote the stock you own. This other person is called a proxy. 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 2013 Annual Meeting.

Q:	What is the Notice of Internet Availability of Proxy Materials that I received instead of complete proxy materials?

A:

The SEC rules allow companies to furnish proxy materials, including this proxy statement and our Annual Report to Shareholders, by providing access to these documents on the Internet instead of mailing printed copies of our proxy materials to shareholders. Most shareholders have received a Notice of Internet Availability of Proxy Materials (the Notice), which provides instructions for accessing proxy materials on a website or for requesting electronic or printed copies of the proxy materials.

Q:	What am I voting on?

A:	You will be voting on:

•	Item 1 – the election of eight directors to serve until the 2014 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 2013.

•	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 2013.

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

---

Q:	Who can vote?

A:	Shareholders at the close of business on March 4, 2013, may vote at the Annual Meeting. Each holder is entitled to one vote for each share owned on that date.

Q:	How do I vote if I am a shareholder of record?

A:	You may vote via the Internet. You may submit your vote by proxy over the Internet by following the instructions provided in the Notice or proxy card.

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:	Who is soliciting my proxy?

A:	Questar's Board of Directors is soliciting your proxy.

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 distribution and the solicitation of votes as requested. The Company will pay Georgeson Inc. a $12,000 fee plus customary costs and expenses for these services, and it has agreed to indemnify Georgeson Inc. against certain liabilities specific to this engagement.

Q:	What constitutes a quorum?

A:	On the March 4, 2013 record date, the Company had 175,168,790 shares of common stock issued and outstanding. A majority of the shares, or 87,584,396 shares, 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 4, 2013 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 UT-68/Redwood Road and turn right onto Redwood Road. Turn left onto 400 South. Turn left on to Navajo Street. Turn right onto 200 South and follow to 1140 West 200 South.

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 by Internet or telephone. 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.

---

•	Questar Gas Company provides retail natural gas distribution in Utah, Wyoming and Idaho.

•	Wexpro Company develops and produces natural gas on behalf of Questar Gas Company.

•	Questar Pipeline Company operates interstate natural gas pipelines and storage facilities in the western U.S. and provides other energy services.

---

---

---

---

•	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	Chair of committee

---

•	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 executive 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 the Company's equity-based and other executive compensation plans.

---

---

---

1	On February 10, 2012, each director received a grant of 5,158 restricted stock or phantom restricted stock, with a grant date value of $100,014. The restricted stock and phantom restricted stock vest on March 5, 2013.

2	Directors held the following aggregate options and stock awards or phantom shares (and dividend equivalents) as of December 31, 2012:

---

---

1	The Company's executive officers have equivalent shares of Company stock held for their accounts in the Questar Corporation Employee Investment Plan, a 401(k) plan. The number of shares owned includes equivalent shares of stock through such plan as follows: Mr. Bradley 27; Mr. Jepperson 13,157; Mr. Jibson 36,262; and Mr. Livsey 5.

2	The number of shares owned includes unvested restricted stock as follows: Ms. Beck 5,158; Mr. Bradley 67,156; Mr. Cash 5,158; Mr. Hadlock 21,256; Mr. Jepperson 70,223; Mr. Jibson 124,004; Mr. Livsey 49,227; Mr. Michael 5,158; and Mr. Rattie 5,158. The restricted stock receives dividends and has voting power.

---

4	Shares that can be acquired by exercising stock options on or within 60 days after February 28, 2013.

5	No individual director or executive officer beneficially owns at least or more than one percent of the shares outstanding as of February 28, 2013. The total beneficially owned by all directors and executive officers as a group equals 1.70% 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 897,726 shares held by Mr. Cash's family's private foundation, 35,636 shares held in a family trust, 21,076 shares are held in a second family trust and 200 shares are held as custodian for a minor under the Gift to Minors Act.

7

Mr. Jibson is the Chairman of the Board of Trustees of the Questar Corporation Educational 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 February 28, 2013. As Chairman of such foundations, Mr. Jibson has voting power for such shares, but disclaims any beneficial ownership of the shares. The shares are not included in the total opposite his name.

8	Includes 10,000 shares held by Mr. Rattie's family's private foundation and 41,654 are held in a family trust.

9	Mr. Simmons is also an executor for the Elizabeth E. Simmons estate holding 31,200 shares.

1	In its Schedule 13G/A,Vanguard indicated it had sole voting power of 127,563 of the referenced shares, and sole dispositive authority of 11,052,635 of the referenced shares and shared dispositive authority of 118,463 of the referenced shares.

2	In its Schedule 13G, State Street indicated it had shared voting power and shared dispositive authority of all the referenced shares.

3	BlackRock's Schedule 13G/A, and Parnassus Investments' Schedule 13G indicated these owners had sole voting power and sole dispositive authority of all the referenced shares.

---

•	Questar Gas Company, which provides retail natural gas distribution to retail, 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 currently 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.

•	Shareholders realized a 20.5 percent return on average common equity.

•	Since our July 2010 reorganization, the Company's share price has returned nearly 47 percent to its shareholders including reinvested dividends in addition to share price appreciation. Counting the 2010 time period prior to the reorganization, the share price has returned 44 percent. Dividends paid in 2012 increased 7.39 percent.

•	Questar generated adjusted EBITDA of $567.8 million, up five percent from 2011. EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization, gains and losses from asset sales, abandonments and impairments, and other special items.

•	Questar Gas again achieved record net income at $47.1 million. Our utility also earned its allowed return for the eighth straight year. Customer satisfaction rating, as measured by third-party surveys, was again at an all-time high.

•	Wexpro also had another record year, growing net income nine percent to $103.9 million. It also increased its investment base by 12 percent to $531.1 million.

•	Questar Pipeline finalized major pipeline projects to add 87,000 decatherms per day of additional natural gas capacity to enable it to stay cost-competitive in its regional market and maintain its storage leadership.

---

---

•	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.

•	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 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.

•	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 severance plan provides for payments after a change in control only if an employee is also terminated following the change in control (a double-trigger).

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

---

•	Minimal perquisites - In 2012, the Company discontinued the only perquisite it provided to officers --reimbursement for financial planning. It was replaced with the opportunity for an executive fitness evaluation.

•	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.

---

1	The percentages are based on the values stated in the 2012 Summary Compensation Table except: the target bonus is based on the 2012 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.

•	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 appropriate questions or issues with management and the Committee chair, as appropriate; and

•	providing input on specific compensation actions for executive officers.

---

1	Information obtained from Standard & Poor's Research Insight. Data reflects values as of December 31, 2011 except for Nicor Inc. which was acquired by AGL Resources in late 2011. For Nicor, the numbers reflect most current values when the Committee considered executive compensation benchmarks in October 2011.

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

3	CEO data from New Jersey Resources, Inc. is not considered in setting the Company's CEO compensation because the CEO of New Jersey Resources, Inc. is on Questar's Board of Directors.

4

Nicor Inc. was acquired by AGL Resources in late 2011 and Southern Union Company was acquired by Energy Transfer in 2012. As a result, these two companies were removed from the peer group in 2012. When benchmarking its 2012 executive compensation, the Committee still considered the executive compensation pay practices of Nicor Inc. and Southern Union Company using prior year proxy data as pulled for the other peer companies. These two companies, however, were not listed as Company peers in evaluating total shareholder return for the Company's performance shares under the long-term incentive program (see discussion on performance shares under Long-term Equity Incentive Awards section below).

5	South Jersey Industries, Inc. and Vectren Corporation replaced Nicor Inc. and Southern Union as peer companies for the 2012-2014 performance period under the 2012 performance share awards. The compensation data from these two companies was also used in benchmarking 2013 executive compensation.

6	Questar's revenues do not include approximately $315 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. 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, El Paso Corp, 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. Due to the recent merger of El Paso, that company was not reviewed in setting Mr. Bradley's 2013 compensation.

1	The Committee approved about a 17 percent increase in Mr. Jibson's base salary to bring his salary closer to the 50th percentile as compared to the Company's peers. When Mr. Jibson was promoted to President and CEO in July 2010, the Committee decided to incrementally increase Mr. Jibson's salary over several years.

---

---

•	Questar Gas Company - 116%

•	Wexpro Company - 143%

•	Questar Pipeline Company - 126%

1	Initiatives met by Questar Corporation include implementing corporate-wide financial and operational reporting framework, developing a corporate-wide IT strategy, completing all safety meetings by all corporate employees and successfully implementing a new performance appraisal system.

---

---

---

---

1

The amounts reported are: the grant date fair market value of restricted stock granted in 2010; and the aggregate grant date fair value of restricted stock and performance shares granted in 2011 and 2012, determined under share-based compensation accounting guidance in accordance with FASB ASC Topic 718. For the 2011 and 2012 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 represent the grant date fair value of the stock options granted in each respective year. No option awards were granted in 2011 or 2012. 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 2012 Form 10-K.

5	Items included in column (i) for 2012 include Company matching contributions to the named executive officer's 401(k) plan and any reimbursement for sold paid-time off which is limited to 40 hours per calendar year. These are the same benefits provided to all other employees:

6	Mr. Hadlock was hired as the Company’s Executive Vice President and Chief Financial Officer effective January 1, 2011.

---

1	The amounts represent the AMIP award opportunities granted in February 2012 to each named executive officer for the 2012 performance year. The target amount was based on the target percentage and base salaries as of March 1, 2012. 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 2012 under the LTSIP. It shows potential threshold, target or maximum payout amounts granted for the three-year performance period from January 1, 2012 to December 31, 2014. The method of determination of the actual payout amounts is described in more detail above under Long-term Incentives of this proxy statement. The grant date fair value of the target is included in the Stock Awards column of the 2012 Summary Compensation Table. For a discussion of the performance share awards for 2012, see the CD&A section above.

3	This column represents grants made in February 2012 of restricted stock, which grants vest over a three-year period, starting approximately one year after the grant date, with one-third of the shares 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 2012 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 on market prices. There can be no assurance that the amounts reflected will be realized.

---

1

The outstanding equity awards granted prior to July 1, 2010 do not reflect the QEP Resources restricted stock or options obtained when the Company spun off QEP Resources on June 30, 2010. In conjunction with the spinoff, all outstanding stock options and restricted stock 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. For vesting of restricted stock and options, continued Questar employment is considered continued employment with the issuer of the restricted stock or options. The adjustment preserved, but did not increase, the equity awards’ value.

2	Options granted prior to 2010 are fully exercisable. Options granted on February 9, 2010 vest in three equal installments starting one year after grant date. No options were granted in 2011 or 2012.

---

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

4

Columns (g) and (h) reflect the number of unvested restricted stock outstanding, and corresponding market value based on the closing market price of the Company's common stock on December 31, 2012. For awards granted February 9, 2010, February 18, 2011, and February 10, 2012, the shares vest in three equal installments starting on March 5 of the year following the year of grant. The July 1, 2010 awards represent: Spinoff Recognition Awards which vest in three equal installments starting on September 5 of the second year following the year of grant; and, except for Mr. Livsey, LTCIP Conversion Awards which vest on March 5 of the year that the LTCIP cash award would have been paid -- 2012 and 2013.

5

Columns (i) and (j) relate to performance shares granted in 2011 and 2012. These shares become earned and vested at the end of a three-year performance period from January 1, 2012 - December 31, 2013 and from January 1, 2012 - December 31, 2014. 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 2011-2013 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 2012-2014 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, 2012.

1	This column shows the value realized on exercise, but does not necessarily indicate a sale of the shares upon exercise. The value realized equals the difference between the option exercise price and the fair-market value on the date of exercise multiplied by the number of shares for which the option was exercised.

2	The value realized on vesting equals the market value on the vesting date multiplied by the number of shares vested.

---

---

1	The number of years of credited service for the named executives assumes they were eligible for early retirement as of December 31, 2012. 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 age of 62 (the earliest age at which a participant may retire under the Pension Plan without a benefit reduction due to age). 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	Discount rate: 4.20% at 12/31/2012 and 4.80% at 12/31/2011

Ÿ	Post-normal retirement age (NRA) mortality: 12/31/2012: IRS 2013 Static Table and 12/31/2011: IRS 2012 Static Table

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

Ÿ	Marital status: 12/31/2012: 80% married, 20% single; 12/31/2011: 80% married, 20% single

Ÿ	Spouse age: spouse three years younger (all executives are male)

Ÿ	Form of payment: 50% joint & survivor annuity if married, single life annuity if single

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 due to being hired after the Pension Plan was closed on July 1, 2010.

---

1	The named executives automatically participated in the 401(k) Supplemental Program of the Wrap Plan when their compensation exceeded the compensation cap ($250,000 in 2012) and they could no longer make deferrals to the 401(k) Plan. Additional details on the 401(k) Supplemental Program are outlined above and in the “Nonqualified Deferred Compensation Plan” section of the CD&A.

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 2012. 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 an estimated prorated payout of: the target amount of shares for the 2011-2013 performance period; and the threshold amount of shares for the 2012-2014 performance period. The prorated amount is determined based upon the number of months of the performance period the executive was employed. These amounts do not reflect the actual payout which would be determined at the end of the performance period. Amounts for the performance shares represent the value of the Company's common stock as of December 31, 2012.

3	Reflects the acceleration of unvested restricted stock multiplied by the Company's stock price on December 31, 2012.

4	Mr. Jepperson deferred 50% 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.

---

---

---

---

---

---

---

---