(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount previously paid:

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1.	Elect three directors to serve three-year terms until the 2017 Annual Meeting of Shareholders, and until their successors are duly elected and qualified;

2.	Approve, by non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement;

3.	Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s independent auditor;

4.	Vote on an advisory shareholder proposal regarding declassification of the Board of Directors; and

5.	Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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1.	FOR the approval of the nominees for director named in this proxy statement;

2.	FOR the approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers;

3.	FOR the ratification of PwC as the Company’s independent registered public accounting firm; and

4.	FOR the approval by non-binding advisory vote, of a shareholder proposal regarding Board declassification.

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•	Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•	Serves as liaison between the Chairman and the independent directors;

•	Approves information sent to the Board;

•	Approves meeting agendas for the Board;

•	Approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•	Has the authority to call meetings of the independent directors; and

•	If requested by major shareholders, ensures that he is available for consultation and direct communication.

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•	QEP Field Services contributed to the QEPM General Partner, as a capital contribution, a limited liability company interest in QEPM Operating Company with a value equal to 2% of the equity value of QEPM at the closing of the QEPM IPO;

•	the General Partner contributed to QEPM, as a capital contribution, the limited liability company interest in the Operating Company in exchange for (a) 1,090,000 general partner units representing the continuation of an aggregate 2% general partner interest in QEPM and (b) all the incentive distribution rights of QEPM;

•	QEP Field Services contributed to QEPM, as a capital contribution, its remaining limited liability company interests in the Operating Company in exchange for (a) 6,701,750 common units representing a 12.3% limited partner interest in QEPM, (b) 26,705,000 subordinated units representing a 49% limited partner interest in QEPM and (c) the right to receive a distribution from QEPM; and

•	QEPM Operating Company assumed intercompany debt, bearing interest at the rate of 6.05% and maturing on March 31, 2014 and 2017, payable to QEP of $95.5 million.

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•

QEPM's payment of an annual amount to QEP, initially in the amount of $13.8 million, for the provision of certain general and administrative services by QEP to QEPM, including a fixed annual fee of approximately $1.4 million for executive management services provided by certain officers of the General Partner, who are also executives of QEP. The remaining portion of this annual amount reflects an estimate of the costs QEP will incur in providing the services;

•	QEPM's obligation to reimburse QEP for any out-of-pocket costs and expenses incurred by QEP in providing general and administrative services (which reimbursement is in addition to certain expenses of the General Partner and its affiliates that are reimbursed under QEPM's Partnership Agreement), as well as any other out-of-pocket expenses incurred by QEP on QEPM's behalf; and

•	an indemnity by QEP for certain environmental and other liabilities, and QEPM's obligation to indemnify QEP and its subsidiaries for events and conditions associated with the operation of QEPM's assets that occur after the closing of the IPO.

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1.	The percentage of shares owned is less than 1% unless otherwise stated.

2.	The ownership totals include the following unvested restricted shares for which the owners have sole voting power, but which cannot be disposed of until they vest.

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3.	This total does not include phantom stock in the director or officer’s deferred compensation account because the phantom stock balances are payable in cash. The directors and officers held the following numbers of phantom stock in their deferred compensation accounts as of March 7, 2014:

4.	This total does not include the officers’ long-term cash incentive amounts measured in PSUs. The officers held the following numbers of PSUs in the Cash Incentive Plan as of March 7, 2014:

5.	The total excludes 119,907 shares owned by the QEP Resources Educational Foundation, (Foundation), a non-profit corporation. As Chairman of the Foundation's Board of Trustees, Mr. Stanley has voting power for the shares but disclaims any beneficial ownership of the shares.

6.	Messrs. Stanley, McKee and Rattie hold a portion of the shares in a family or irrevocable trust and Dr. Scoggins holds shares in a joint account with his spouse.

7.	Mr. Rattie resigned from the Company's Board effective February 12, 2014.

8.	As of December 31, 2013, Messrs. Stanley and Doleshek also held 10,000 and 7,500 phantom units, respectively, of QEPM. The combined ownership of 17,500 phantom units represents less than 1% of the outstanding QEPM common units. The total amounts shown for Messrs. Stanley and Doleshek exclude the QEPM phantom units.

9.	The effective date of Mr. Neese's ownership totals is December 31, 2013.

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1.	Based upon its Schedule 13G filed on February 7, 2014, Blackrock has sole dispositive power over 19,573,580 of these shares, sole voting power over 17,945,678 of these shares, and shared voting and dispositive power over 50,115 of these shares.

2.	Based upon its Schedule 13D/A filed on February 24, 2014, JANA Partners has sole dispositive power over all of these shares.

3.	Based upon its Schedule 13G filed on January 30, 2014, JPMorgan Chase has sole dispositive power over 12,484,118 of these shares, sole voting power over 12,073,203 of these shares, shared dispositive power over 87,543 of these shares and shared voting power over 19,230 of these shares.

4.	Based upon its Schedule 13G filed on February 12, 2014, Vanguard has sole dispositive power over 12,066,149 of these shares, sole voting power over 291,832 of these shares and shared dispositive power over 273,532 of these shares.

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•	QEP Energy Company (QEP Energy) acquires, explores for, develops and produces crude oil, natural gas and natural gas liquids (NGL);

•	QEP Field Services Company, which includes the majority ownership and operations of QEPM, provides midstream field services, including gathering of crude oil, natural gas and NGL, natural gas processing, compression, and treating services, for affiliates and third parties, and;

•	QEP Marketing Company (QEP Marketing) markets affiliate and third-party crude oil and natural gas, and owns and operates an underground gas storage reservoir.

•	Completed the initial public offering (IPO) of QEPM, to own, operate, acquire and develop certain midstream assets in one of the shortest time frames in recent history and priced on the high end of the expected price range;

•	Announced the separation of QEP Field Services to maximize the inherent value of the Company's midstream business, including QEPM, and permit both the midstream and upstream businesses to focus and compete more effectively in their respective markets;

•	Divested certain non-core QEP Energy assets in the Powder River Basin, San Juan Basin and Marmaton/Tonkawa plays and identified other non-core assets in the Midcontinent for sale in 2014;

•	Focused the majority of our 2013 capital expenditures of $1,603 million on our premier oil and liquids-rich assets.

•	Signed an agreement to acquire approximately $950 million of crude oil properties in the Permian Basin of Texas which closed in February 2014; and

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•	Conducted a national search to strengthen our Board's midstream MLP and upstream E&P expertise for appointment to our Board in early 2014.

•	Lowered development well costs, de-risked unproven reserves, and increased production, the number of future drilling locations and the estimate of recoverable reserves of our 2012 acquisition of the South Antelope assets in the Williston Basin;

▪	Current South Antelope oil production has grown to levels commensurate with the Company’s expectations at the time of the acquisition; and

▪	Current gross completed well costs have decreased by more than $1 million from estimated costs at the time of acquisition and have averaged approximately $1.5 million less than nearby third-party operated wells in which QEP has an interest.

•	Increased crude oil production and oil reserves in 2013 by 62% and 25%, respectively over 2012 levels.

•	Increased total proved reserves 3% to 4.1 Tcfe (trillion cubic feet equivalent), including the addition of 783.8 Bcfe (billion cubic feet equivalent) of proved reserves from extensions and discoveries; and

•	Completed and placed into service the Iron Horse II 150 MMcfed (million cubic feet of natural gas equivalent per day) cryogenic processing plant in the Uinta Basin and the 10,000 Bbl (barrels) per day NGL fractionator expansion at QEP's Blacks Fork plant in southwestern Wyoming.

•	Generated net income of $159 million, or $0.89 per diluted share, in 2013, an increase of 24% over 2012;

•	Achieved Adjusted EBITDA1 of $1,536.7 million for 2013, compared to $1,409 million in 2012;

•	Reduced debt as a multiple of Adjusted EBITDA1 from 2.3x at December 31, 2012 to 2.0x at December 31, 2013 through proceeds of approximately $450 million from the QEPM IPO,2 and proceeds of $206 million from the divestiture of certain non-core QEP Energy assets; and

•	Generated $150 million in realized gains from our commodity risk management program.

1.

Adjusted EBITDA is a non-GAAP financial measure. Management defines Adjusted EBITDA as earnings before interest, income taxes, depreciation, depletion and amortization (EBITDA) adjusted to exclude changes in fair value of derivative contracts, exploration expenses, gains and losses from asset sales, impairment, and certain other non-cash and/or non-recurring items. A reconciliation of Adjusted EBITDA to net income can be found in our Annual Report on Form 10-K for the year ended December 31, 2013 (2013 Form 10-K). Adjusted EBITDA, as adjusted to eliminate the impact of commodity prices and other extraordinary items, is used to determine amounts payable under our annual incentive program.

2.	QEP owns an approximate 57.8% interest in QEPM, including the general partner interest, and QEP consolidates this entity for financial reporting purposes. References to QEPM are included in this proxy statement as appropriate to add clarity to certain disclosures.

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1.	Target reflects salary and annual incentive target determined during the noted year by the Compensation Committee as well as the grant date value of long-term incentives disclosed in the Summary Compensation Table for the designated year.

•	Salary: as determined by the Compensation Committee in the designated year.

•	Annual Incentive Plan (AIP): actual annual cash incentive paid for the designated year's performance.

•	Stock Options (SO): the number of options granted during the designated year multiplied by the "spread" (the difference between QEP stock price and option exercise price) calculated as of December 31, 2013.

•	Restricted Stock (RS): the number of shares granted in the designated year multiplied by the QEP stock price as of December 31, 2013.

•	Performance Share Units (PSU): the number of PSUs granted during the designated year multiplied by the QEP stock price as of December 31, 2013 and reflecting the payout level based on QEP's relative TSR performance to date calculated as of December 31, 2013 (52% payout for the 2011 grant, 52% payout for the 2012 grant and 0% payout for the 2013 grant).

6.	Year-over-year percentile rank does not correspond with the percentile ranking in our PSU plan, as that plan looks at three-year performance cycles.

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1.

Our executives are required to achieve the applicable level of stock ownership within five years of the date the person first becomes an officer. Shares that count towards satisfaction of the guidelines include shares owned outright by the executive, restricted shares, shares held in the EIP and phantom stock units attributable to deferred compensation under the QEP Deferred Compensation Wrap Plan, but exclude options, PSUs and equity in QEPM.

•

Under Section 280G and Section 4999 of the Code, compensation that is granted, accelerated or enhanced upon the occurrence of a change in control may give rise, in whole or in part, to “excess parachute payments” and, to such extent, will be non-deductible by the Company and will be subject to a 20% excise tax payable by the executive. Our compensation arrangements do not provide for gross-ups for this excise tax.

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Section 162(m) of the Code generally precludes us from deducting for tax purposes compensation paid in excess of $1,000,000 in any taxable year to any NEO listed in the Summary Compensation Table who is employed by us at the end of such taxable year (other than our CFO), unless the compensation is “performance-based compensation” and meets certain other requirements. Our policy is primarily to design and administer compensation plans that support the achievement of short and long-term strategic objectives and enhance shareholder value. Where it is consistent with our compensation philosophy, the Compensation Committee may also attempt to structure compensation programs to comply with the performance-based compensation exception to Code Section 162(m), or that are otherwise tax-advantageous to us. Currently, only awards under our CIP can be structured in a manner intended to constitute performance-based compensation, although there is no requirement or guarantee that such awards (such as AIP awards or PSUs) will, in fact, qualify as performance-based compensation. Equity incentive awards under our LTSIP will not constitute performance-based compensation, as the LTSIP has not been approved by our shareholders subsequent to the Spin-off in 2010. We note, however, that a significant portion of equity awards to our NEOs under the LTSIP are time-vested restricted stock awards, which, although consistent with our compensation philosophy, would not qualify as performance-based compensation in any event.

•

Section 409A of the Code requires that nonqualified deferred compensation be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, the timing of payments and certain other matters. Failure to satisfy these requirements can expose our employees and other service providers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under such plans. Our Compensation Committee endeavors to structure executive compensation in a manner that is either compliant with, or exempt from the application of, Section 409A of the Code, although there is no guarantee that any particular element of compensation will, in fact, be so compliant or exempt.

•

Fair Value of Stock-Based Payments – Awards of stock options and RSUs under the LTSIP and awards of performance share units under the CIP are accounted for under FASB ASC Topic 718 (formerly referred to as SFAS No. 123(R)). Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 requires the recognition of expense for the fair value of stock-based compensation. Our Compensation Committee considers the accounting impact in evaluating QEP’s executive compensation programs.

•	An appropriate balance of operating and financial performance measures;

•	An appropriate balance of fixed and at-risk compensation components;

•	A balanced mix of cash and equity, with significant weighting on LTI awards;

•	Significant stock ownership requirements for executives and policies prohibiting hedging, pledging and engaging in derivative transactions;

•	Extended three-year vesting schedules on equity grants;

•	Caps and defined thresholds for payout on incentive awards; and

•	Compensation Committee authority over plan design and final determination of actual compensation awards.

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•	The Consultant’s historical performance in supporting the Compensation Committee and its familiarity with our executive compensation programs;

•	Its extensive experience and familiarity with the compensation programs of our peer companies and sector;

•	The range of compensation services offered by the Consultant; and

•	The independence of the Consultant, considering the independence factors outlined by the NYSE.

•	Providing benchmarking data on executive and outside director compensation for the Compensation Committee to use in its decision-making process;

•	Providing input into plan design discussions and individual compensation actions, as needed;

•	Conducting an executive compensation program risk assessment;

•	Periodic plan design review and recommendations;

•	Reviewing and providing feedback on the compensation-related disclosures in our proxy statement; and

•	Informing the Compensation Committee about recent trends, best practices and other developments affecting executive compensation.

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1.	Amounts are as of December 13, 2012.

2.	Enterprise value is market value plus total debt and current preferred stock, minus cash and equivalents. Source: Standard and Poor's Research Insight

3.	Market capitalization is the number of the applicable company's outstanding shares multiplied by monthly closing price per share. Source: Standard and Poor's Research Insight

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1.	For the purposes of the AIP, Adjusted EBITDA reported in our Annual Report on Form 10-K is adjusted to eliminate the impact (both positive and negative) of changes in crude oil, NGL and natural gas prices and to exclude other extraordinary, unusual, non-recurring or non-comparable items, as determined by our Compensation Committee.

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1.

For 2013, the Adjusted EBITDA reported in our Annual Report on Form 10-K of $1,536.7 million was adjusted as follows to determine the AIP-Adjusted EBITDA of $1,569.3 million: (a) increased by $20.2 million to eliminate the net effect of changes in commodity prices between the prices as of January 23, 2013, the commodity price used by the Compensation Committee to set the plan targets, and the prices as of December 31, 2013; and (b) increased by $12.4 million to recognize expenses associated with the formation of QEPM.

•	Filed registration statement for QEPM, received SEC approval and completed one of the largest midstream MLP IPOs in record time; and

•	IPO priced on the high end of the range, valued at more than $1.1 billion with net proceeds of approximately $450 million.

•	Grew oil production by 62% over 2012 level, representing 20% of total equivalent production volumes, compared to 12% of 2012 total equivalent production volumes;

•	Grew oil proved reserves by 25% over 2012 level;

•	Controlled capital and operating expenses, especially in the Bakken oil play; and

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•	Staffed and restructured the New Ventures/Acquisition & Development team, which evaluated and ranked oil, liquids-rich and natural gas plays across the United States, including the identification of our Permian Basin acquisition in late 2013.

•	Reduced debt as a multiple of Adjusted EBITDA from 2.3x (end of 2012) to 2.0x Adjusted EBITDA (end of 2013) via sale of non-core assets and completion of the QEPM IPO;

•	Maintained capital expenditures within $50 million of budgeted Adjusted EBITDA; and

•	Generated $150 million in realized gains from our commodity risk management program.

•	Successfully replaced accounts payable and production reporting systems

•	Completed all requirements for new corporate accounting system

•	Made significant progress on implementing new land/division order system; and

•	Improved key processes across business functions in preparation for system changeover

•	Consolidated all accounting functions in Denver (from Salt Lake City);

•	Improved accrual processes for all lines of business; and

•	Increased efficiency of the accounts payable function, reduced the invoice backlog by over 90%, and reduced average time to process invoices by over 85%.

•	Significant progress in developing and implementing new QEP Health Safety and Environmental (HSE) standards;

•	Contractor HSE review program initiated; and

•	Key leading and trailing indicators improved versus 3-year average (e.g. increased reporting of near misses, decreased total recordable injury rate).

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1.	Amounts include awards of PSUs granted under the CIP, restricted stock granted under the LTSIP, and, in the case of Messrs. Stanley and Doleshek, QEPM phantom units granted under the QEPM LTIP as NEOs of QEPM, in each case calculated based on the grant date fair values determined in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), as follows:

a.	The maximum grant date values of the PSUs (based upon QEP's common stock price on the date of issuance, and assuming that each individual ultimately earned 200% of the total number of PSUs granted) are as follows: Mr. Stanley - $3,066,698; Mr. Doleshek - $1,500,036; Mr. Neese - $1,000,044; Mr. Torgerson - $990,568; and Mr. Woosley - $433,366.

b.	The grant date fair values for the 2013 PSU and restricted stock awards were determined by multiplying the number of units/shares awarded times the QEP stock price on the date of grant.

c.

In connection with the consummation of the QEPM IPO, Messrs. Stanley and Doleshek received 10,000 and 7,500 QEPM phantom units, respectively, for their service in connection with the QEPM IPO.  The grant date fair values of the awards of QEPM phantom units were determined in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), using the public offering price of $22.03 per common unit of QEPM on August 14, 2013, the date of grant. The only compensation received directly from QEPM by Messrs. Stanley and Doleshek are the QEPM phantom units.  The values of the QEPM phantom units also appear in the Summary Compensation Table for QEPM.  Pursuant to the Omnibus Agreement QEPM pays an annual administrative fee to the Company for general and administrative services, including the services of Messrs. Stanley and Doleshek, but none of that administrative fee is paid directly to Messrs. Stanley or Doleshek or included in the Company’s Summary Compensation Table.

2.	The dollar amount indicated in column (f) is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. 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 2013 Form 10-K.

3.	The amounts in column (g) reflect the annual cash incentive awards for 2013 that were determined by the Compensation Committee and paid out on March 3, 2014.

4.

The amounts in column (h) represent the actuarial change in the present value of the NEO’s benefits under the QEP Resources, Inc. Retirement Plan and the QEP Resources, Inc. Supplemental Executive Retirement Plan. These estimates are determined using interest-rate and mortality-rate assumptions consistent with those used in the consolidated financial statements included in Item 8 of Part II of the 2013 Form 10-K. The amount for Mr. Stanley is

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5.	Items included in column (i) (All Other Compensation) are detailed below.

a.	Amounts include employer matches to the 401(k) Plan, and the Deferred Compensation Wrap Plan. Employer matches under the Deferred Compensation Wrap Plan are as set forth in column (c) to the Nonqualified Deferred Compensation table.

b.	The officer allowance is based on current market practices to offset the cost of tax preparation, financial planning, and other expenses. For Messrs. Stanley, Neese and Torgerson this amount also includes reimbursement for expenses related to an administrative error.

c.	The amount of the relocation benefit received by Mr. Woosley in connection with his relocation to our corporate headquarters in Denver includes $31,146 to reimburse Mr. Woosley for the taxable nature of a portion of the relocation benefits, pursuant to the terms of our relocation policy for all employees.

d.	Personal use of the Company’s aircraft by NEOs was permitted on a limited basis only on flights that were otherwise being made for business purposes; therefore, the aggregate incremental cost to the Company for such personal use in each case was zero.

e.

In connection with Mr. Neese's retirement on December 31, 2013, the Compensation Committee amended the terms of his restricted stock agreements and option agreements under the LTSIP to accelerate the vesting in full of 39,924 shares of restricted stock and stock options to purchase 67,966 shares of common stock on December 27, 2013. Amount shown is the fair value calculated as of the date of the modification pursuant to FASB ASC Topic 718 (excluding the effect of estimated forfeitures).

6.	As reflected in the Summary Compensation Table above, the salary received by each of our NEOs as a percentage of their respective total compensation during the year indicated was as follows:

7.

Amounts for 2011 and 2012 have been adjusted to address the following: (a) the grant date fair values included in the Option Awards column previously reflected assumptions provided to the Compensation Committee by the Consultant, which differed slightly from the assumptions used in QEP’s audited financial statements, and (b) amounts in the All Other Contributions column previously omitted the Company’s matching contributions under the Deferred Compensation Wrap Plan, though the amounts were disclosed in the Nonqualified Deferred Compensation table. The Company does not believe these adjustments are material.

8.	Salary for Mr. Neese includes $48,287 of accrued vacation, which was payable upon his retirement.

9.	Mr. Neese agreed to defer his retirement until December 31, 2013, and the Company agreed to pay Mr. Neese a $158,000 transition bonus, with such bonus contingent upon Mr. Neese's diligent assistance in the orderly and successful transition of responsibilities to his successor by year-end 2013.

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1.	The amounts included in these columns reflect estimated future cash payouts under the annual incentive program of our CIP based on actual base salaries for 2013. If threshold levels of performance are not met, then actual payout could be zero. Actual incentive payouts during 2013 are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

2.	This row represents the range of the number of PSUs that may be earned with respect to PSUs granted pursuant to our CIP in 2013. Payment for earned awards is made in cash after the end of the performance period.

3.	This row shows options granted pursuant to our LTSIP during 2013.

4.	This row shows grants of restricted stock pursuant to our LTSIP during 2013.

5.	This price represents the closing price per share of QEP common stock on grant date.

6.	These rows reflect QEPM phantom units received by Mr. Stanley and Mr. Doleshek in connection with the successful QEPM IPO in August 2013. The QEPM phantom units vest in three equal annual installments and also vest in full if the recipient dies or becomes disabled and upon a change in control of QEPM or QEP. The QEPM phantom units were granted in tandem with distribution equivalent rights.

7.	Mr. Torgerson received additional awards of PSUs, restricted stock and stock options in connection with his promotion on September 1, 2013, to Executive Vice President of QEP Energy.

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2.	These shares will vest on September 5, 2014.

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1.	This table does not reflect Questar stock option exercises or vesting of Questar restricted stock in 2013.

2.

Amounts shown in these columns reflect restricted stock awards that vested during 2013 and payouts of PSUs for the 2011-2013 performance period. The values realized on vesting of the restricted stock are calculated based on the closing price per share of QEP common stock on the vesting date multiplied by the number of shares vested, and the values realized on payout of the PSUs are calculated based on the average closing price per share of QEP common stock during the final quarter of the performance period multiplied by the number of PSUs earned (52% of PSUs granted in 2011), pursuant to the terms of the PSU awards, as follows:

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1.	The NEOs’ accrued retirement plan benefits as of June 30, 2010 are frozen. Instead of continued participation in the Retirement Plan, the NEOs accrue all future benefits after June 30, 2010, in our SERP.

2.	This number reflects years of service before participation in the Retirement Plan was frozen.

3.

The Present Value of Accumulated Benefit amounts provided in the table are based on the Retirement Plan benefits accrued through December 31, 2013, assuming that such benefits are paid in the same form as reflected in the accounting valuation. The benefits are assumed to commence at age 62, the earliest age at which a participant may retire under the plan without any benefit reduction due to age. All pre-retirement decrements such as pre-retirement mortality and terminations have been ignored for the purposes of these calculations. The interest rate used for discounting payments back to December 31, 2013, is 3.8%.

4.	Mr. Neese has a supplemental retirement benefit due to a change in Questar vacation policy in 1997. These benefits are frozen and include $6,923 for Mr. Neese.

5.	Messrs. Torgerson and Woosley are not participants in either the Retirement Plan or the SERP, as they joined the Company after the plan was closed to new participants.

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1.

The NEOs automatically participate in the QEP 401(k) Supplemental Program of the Wrap Plan when their compensation exceeds the IRS limit. For those who do not participate in our closed pension plan (Messrs. Torgerson and Woosley), 8% of qualified compensation in excess of the IRS limit is treated as if contributed to the 401(k) Plan and receives the applicable employer match provided for in the 401(k) Plan. For those who do participate in our closed pension plan, the contribution and match amount is 6%.

2.	In 2013, Messrs. Stanley, Neese, Torgerson, and Woosley each deferred compensation under the Deferred Compensation Program of the Wrap Plan. Amounts deferred receive the same applicable employer match as if contributed to the 401(k) Plan.

3.	Amounts contributed by the Company pursuant to the Wrap Plan are included in the All Other Compensation column (column (i)) of the Summary Compensation Table. Please see Footnote 5.a. to the Summary Compensation Table.

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

5.

Amounts reported in the 2013 Proxy Statement as the Aggregate Balance at Last Fiscal Year-End in the Nonqualified Deferred Compensation Table were reported as of January 6, 2013, instead of as of December 31, 2012, and, therefore, the amounts in the Aggregate Balance at Last Fiscal Year-End column (column (f) above) cannot be derived by adding the amounts in columns (b), (c), (d) and (e) above to such prior period amounts. We do not believe the overstatement of the amounts as of December 31, 2012, was material.

•	A cash severance payment equal to 3x (in the case of Messrs. Stanley and Doleshek) or 2x (in the case of the other NEOs) the sum of annual base salary and the average of the annual bonuses they actually received for the three fiscal years prior to the change in control;

•	A prorated award from the annual incentive program for the year of termination;

•	Accelerated vesting of PSUs granted under the CIP, paid out based on actual performance through the date of the change in control;

•	For Retirement Plan participants, a payment representing the difference between the net present value of the benefits under the QEP Retirement Plan and the SERP calculated at the time of their termination (retirement benefit), and the retirement benefit with two additional years of credited service; and

•	Continuation of medical and dental insurance coverage, basic and supplemental life insurance, and accidental death or dismemberment and disability coverage under current employee plans for two years at no cost to the executive.

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(i)	Any person (within the meaning of Section 13(d)(3) or 14(d)(2) of the 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 30% 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 June 30, 2010, constitute the Company’s Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on June 30, 2010, or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)

The Company’s shareholders approve 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 30% or more of the combined voting power of the Company’s then outstanding securities; or

(iv)

The Company’s shareholders approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by the shareholders 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.

(i)	A material diminution in the participant’s annual base salary, target bonus under the AIP or long-term incentive award opportunity under the CIP or LTSIP;

(ii)	A material diminution in the participant’s authority, duties, or responsibility;

(iii)	A material diminution in the authority, duties, or responsibilities of the supervisor to whom the participant is required to report, including a requirement that a participant report to a corporate officer or employee instead of reporting directly to the Board;

(iv)	A material diminution in the budget over which the participant retains authority;

(v)	A material change in the geographic location at which the participant performs services; or

(vi)	Any other action or inaction that constitutes a material breach by an employer of the participant’s employment agreement (if any).

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•	A cash severance payment equal to 2x (for Messrs. Doleshek and Torgerson) or 1x (for all other participants) the sum of the participant’s (i) annual base salary and (ii) target bonus opportunity, paid in a cash lump sum on the 60th day following the date of the participant’s termination of employment;

•	A cash bonus award for the year of termination, prorated and paid in the ordinary course based on actual performance for the year; and

•	Accelerated vesting of all outstanding LTI awards (including SOs and RS), with PSUs prorated and paid based on actual performance at the end of the applicable performance period, and stock options remaining exercisable until their original expiration date.

(i)	A material reduction in the participant’s base salary or target bonus opportunity, unless applied consistently on a percentage basis to all executive officers;

(ii)	A material diminution in the participant’s authority, duties or responsibility;

(iii)	A material reduction in the participant’s annual LTI award relative to the LTI award granted in February, 2013, unless applied consistently to similarly situated executive officers; and

(iv)	A relocation of the participant’s principal location of employment by 50 miles or more.

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1.	Messrs. Doleshek, Torgerson and Woosley became eligible for the new Basic Severance Plan in early 2014. Had the plan been in place on December 31, 2013, their total termination benefit would have been as follows: Mr. Doleshek: $5,264,046; Mr. Torgerson: $4,249,057; Mr. Woosley: $1,399,367.

2.	Mr. Doleshek is not yet eligible to retire.

3.	Mr. Neese received a cash transition award of $158,000.

4.	Upon Mr. Neese's retirement, the Compensation Committee accelerated the vesting of his unvested restricted stock and stock option awards.

5.

Amount represents the estimated payout as of December 31, 2013, of a prorated number of PSUs (prorated through the date of Mr. Neese's retirement), $396,795 of which will be payable in 2015 and $169,617 of which would be payable in 2016, based on QEP’s relative TSR in comparison to a peer group of companies during the three-year performance periods ending December 31, 2014 and December 31, 2015, respectively.

6.	Messrs. Torgerson and Woosley do not participate in the Retirement Plan, so their retirement would be treated as a resignation.

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1.	Some directors deferred these amounts under the Director Deferred Compensation Plan.

2.

The dollar amount indicated for each of these restricted stock awards is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in determining the grant date fair value of these awards are described in Note 10 to Consolidated Financial Statements included in Item 8 of Part II of the 2013 Form 10-K (2013 Form 10-K). On February 13, 2013, all non-employee directors of QEP as of such date (i.e., all non-employee directors other than Ms. Dill) received a grant of QEP restricted stock or deferred such grant and received phantom shares. Directors had the following aggregate stock awards or phantom shares outstanding as of December 31, 2013:

*	These restricted stock units were also issued under the LTSIP

3.	Directors had the following aggregate options outstanding at December 31, 2013:

*	All non-employee directors’ options are vested.

4.	Messrs. Baker and McKee each served as our Audit Committee Chair for one half of 2013 and Messrs. Flury and Trice each served as our Compensation Committee Chair for one half of 2013; therefore, each received a prorated committee chair retainer of $7,500 in addition to their annual board retainer of $70,000.

5.	Ms. Dill was elected to the board on May 24, 2013, and received a prorated annual board retainer and prorated stock award.

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6.	Dr. Scoggins received a retainer of $25,000 for serving as our Lead Director and a retainer of $10,000 for serving as our Governance Committee Chair, in addition to his annual board retainer of $70,000.

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1.

Audit fees are for the audit of the Company's consolidated financial statements included in the Form 10-K, including the audit of the effectiveness of the Company's internal controls over financial reporting and the reviews of the Company's financial statements included in the Form 10-Q. PwC also served as the independent auditor of QEPM which completed an IPO in August 2013. QEPM audit fees for the annual consolidated financial statements post-formation for 2013 of $492,467, are not included in the table above.

2.	Audit-related fees are for the audits of QEPM Predecessor 2011 and 2012 financial statements as well as reviews in connection with the QEPM IPO in August 2013.

3.	Tax fees relate to tax planning.

4.	All other fees relate to consultation and licenses for accounting research software.

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•	More than 90 S&P 500 companies brought management proposals to declassify their boards to a vote

•	More than 50 precatory declassification proposals passed at annual meetings of S&P 500 companies;

•	The average percentage of votes cast in favor of shareholder proposals to declassify the boards of

•	The significant shareholder support for declassification proposals is consistent with empirical studies

◦	Classified boards are associated with lower firm valuation (Bebchuk and Cohen, 2005; confirmed by

◦	Takeover targets with classified boards are associated with lower gains to shareholders (Bebchuk,

◦	Firms with classified boards are more likely to be associated with value-decreasing acquisition

◦	Classified boards are associated with lower sensitivity of compensation to performance and lower

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