(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:

---

---

1.	Elect three directors to serve three-year terms until the 2019 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 as the Company’s independent auditor;

4.	Vote on a Company proposal to amend the Company’s Certificate of Incorporation and Bylaws to eliminate supermajority vote requirements;

5.	Vote on an advisory shareholder proposal requiring an independent chairman of the board; and

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

---

---

---

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;

4.	FOR the approval of the Company proposal to amend the Company’s Certificate of Incorporation to and Bylaws to eliminate supermajority vote requirements; and

5.	AGAINST an advisory shareholder proposal that would require an independent chairman of the board.

---

---

---

•	Exploration and Production (E&P) experience as current or former executives, which gives directors specific insight into, and expertise that fosters active participation in, the development and implementation of our operating plan and business strategy;

•	Executive leadership experience, which gives directors who have served in significant leadership positions strong abilities to motivate and manage others and to identify and develop leadership qualities in others;

•	Accounting and financial expertise, which enables directors to analyze our financial statements, capital structure and complex financial transactions, and oversee our accounting and financial reporting processes;

•	Enterprise risk management experience, which contributes to oversight of management’s risk monitoring and risk management programs, and establishment of risk tolerance aligned with our strategy; and

•	Public company board and corporate governance experience, which provides directors with a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency, accountability for management and the Board, and protection of our shareholders’ interests.

---

---

---

•	In last year’s say-on-pay vote, 94% of voting shareholders supported the Company’s compensation program.

•	As a result of a majority-supported non-binding shareholder proposal to eliminate supermajority voting, the Company is submitting to a vote and supporting its own proposal in this proxy statement to amend our Certificate of Incorporation to replace the 80% supermajority voting standard with a majority of outstanding shares voting standard.

•	As noted in the “Shareholder Engagement” section below, the Company expanded its shareholder outreach program during 2015 by contacting over 35 shareholders owning in excess of 75% of our outstanding shares. The Company plans to continue with its expanded shareholder outreach program going forward.

---

•	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

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

---

---

---

---

---

---

1.	Includes the following unvested restricted shares for which the owners have sole voting power, but which cannot be disposed of until they vest: Mr. Stanley owns 258,012 shares; Mr. Doleshek owns 135,539 shares; Mr. Torgerson owns 105,054 shares; Mr. Murr owns 36,877 shares; Mr. Woosley owns 63,969 shares; and the other executive officers have a combined ownership of 101,189 shares.

2.

Does not include the following executives' long-term cash incentive amounts measured in performance share units (PSUs) pursuant to the QEP Cash Incentive Plan, which are subject to a cash payout to the extent certain performance objectives are achieved: Mr. Stanley owns 362,452 PSUs; Mr. Doleshek owns 178,206 PSUs; Mr. Torgerson owns 145,981 PSUs; Mr. Murr owns 35,192 PSUs; Mr. Woosley owns 51,086 PSUs; and the other executive officers have a combined ownership of 79,799 PSUs.

3.	Does not include the following phantom stock units held in the QEP Deferred Compensation Wrap Plan: Mr. Stanley owns 53,605 units; Mr. Doleshek owns 7,147 units; Mr. Torgerson owns 6,133 units; Mr. Murr owns 2,667 units; and the other executive officers have a combined ownership of 5,143 units.

4.	Does not include 169,907 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.

5.	Includes 415,258 shares held in a trust for which Mr. Stanley has shared voting and dispositive powers with his spouse.

6.	Represents fully-vested phantom stock units held in the QEP Deferred Compensation Plan for Directors, which are payable in cash or shares of QEP common stock (at the director's election) upon termination of the director's service on the Board.

7.	Shares are held in a joint account for which Dr. Scoggins has shared voting and dispositive powers with his spouse.

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

1.	Based upon its Schedule 13G/A filed with the SEC on February 11, 2016, as of December 31, 2015, Wellington Management had shared voting power of 14,450,773 shares and shared dispositive power of 20,702,299 shares.

2.	Based on its Schedule 13G/A filed with the SEC on February 10, 2016, as of December 31, 2015, Blackrock had sole voting power of 11,833,998 shares; sole dispositive power of 12,622,479 shares; and shared voting and dispositive power of 65,696 shares.

3.	Based upon its Schedule 13G/A filed with the SEC on February 10, 2016, as of December 31, 2015, Vanguard had sole voting power of 119,159 shares; sole dispositive power of 12,062,774 shares; shared voting power of 9,800 shares; and shared dispositive power of 118,559 shares.

4.	Based upon its Schedule 13G/A filed with the SEC on March 7, 2016, as of February 29, 2016, Boston Partners had sole voting power of 9,448,503 shares; shared voting power of 55,267 shares; and sole dispositive power of 11,476,883 shares.

---

---

---

---

---

•	The sale of substantially all of QEP’s midstream business, including our GP and LP interests in QEPM, for total cash proceeds of $2.5 billion, including $230.0 million to refinance debt at QEPM;

•	The acquisition of crude oil and natural gas properties in the Permian Basin of Texas for an aggregate purchase price of $941.8 million;

•	The sale of certain non-core E&P assets for aggregate proceeds of approximately $783.8 million; and

•	The repayment of a $600.0 million term loan and outstanding borrowings under our revolving credit facility.

•	Achieved record equivalent production of 326.8 Bcfe, a 1% increase over 2014;

•	Increased oil production to 19.6 MMbbls, a 14% increase over 2014, including 76% growth in the Permian Basin and 13% growth in the Williston Basin;

•	Increased natural gas production to 181.1 Bcf, including record production in Pinedale;

•	Generated crude oil revenues that accounted for 60% of field-level revenues;

•	Generated a net loss of $149.4 million, or $0.85 per diluted share, primarily driven by unrealized losses from the mark-to-market change on derivative contracts of $183.7 million and impairment charges of $55.6 million;

•	Generated $1,029.3 million of Adjusted EBITDA1;

•	Incurred capital expenditures (excluding property acquisitions) of $1,011.9 million, a 41% reduction from 2014;

•	Reduced general and administrative expenses by $23.3 million, or 11%;

•	Received field-level prices that were 42% lower than in 2014, however, our commodity derivative contracts offset 19% of this decrease; and

•	Maintained $376.1 million in cash and cash equivalents and had no borrowings under our revolving credit facility.

---

•	Implemented a double trigger change-in-control provision for all future long-term incentive (LTI) awards;

•	Adopted a clawback policy for all Section 16 officers;

•	Evaluated 2015 Annual Incentive Plan (AIP) performance-based on a qualitative review of our financial, operating, safety and environmental results. This provided the Compensation Committee greater flexibility to determine results in light of extreme industry uncertainty rather than referencing a formulaic outcome; and

•	Increased the number of independent exploration and production companies in our peer group to provide greater statistical reliability during this period of significant change going on in our industry.

•	Froze the base salaries of all NEOs in recognition of industry conditions and other company-wide cost control initiatives;

•	Awarded below target annual cash incentives to our NEOs with all awards at 80% of target;

•	Increased the performance-based portion of LTI awards to our top three NEOs to 60% of the total LTI grant, consisting of 40% performance share units (PSUs) and 20% stock options;

•	Paid out the 2013 PSU awards at 108% of target based upon our relative total shareholder return (TSR) from January 1, 2013 to December 31, 2015;

•	Replaced certain officers’ unvested QEPM LTI awards (which were forfeited as a result of the sale of QEPM) with QEP restricted stock on the same vesting schedule as the original awards; and

•	Made one-time awards of restricted stock were made to certain executives in February 2015 in recognition of extraordinary efforts in the timely and highly successful $2.5 billion sale of our midstream business in late 2014. This strategic transaction significantly strengthened QEP to withstand the current industry downturn. These awards vest in equal installments over 3 years.

•	Continued base salary freezes for all NEOs for a second year;

•	Reduced the value of LTI awards made to all NEOs and directors in February 2016 by 10%;

•	Increased the performance-based portion of LTI awards made in February 2016 to the top three NEOs to 62.5%, consisting of 50% PSUs and 12.5% stock options; and

•	Continued the revised approach to our AIP, which is based on qualitative goals and allows management and the Compensation Committee greater flexibility to consider all factors regarding performance and industry conditions.

---

•	SCT Pay represents the total compensation for a given year as reported in the Summary Compensation Table of our proxy statement.

•

Realizable Pay represents salary as determined by the Compensation Committee in the designated year; actual annual cash incentive paid for the designated year’s performance; in-the-money value of stock options granted in the designated year (the number of options granted multiplied by the difference between QEP stock price as of December 31, 2015, and the option exercise price); the number of restricted shares granted in the designated year multiplied by the QEP stock price as of December 31, 2015; the number of PSUs granted during the designated year multiplied by the QEP stock price as of December 31, 2015; and reflecting the payout level based on QEP’s relative TSR performance to date calculated as of December 31, 2015 (108% payout for the 2013 grant, 154% payout for the 2014 grant and 125% payout for the 2015 grant).

---

---

•	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;

•	Reviewing plan design and recommendations periodically;

•	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.

---

---

---

1.	Meet or exceed our Health, Safety and Environmental (HSE) metrics:

•	Increase Hazard Identification Reporting Rate (HIRR) by 20%. HIRR is the number of unplanned events or safety observations where there is no actual loss (injury, spill or property damage).

•	Reduce Total Recordable Injury Rate (TRIR) by 10%. Recordable injuries are those that require treatment beyond first aid.

•	Reduce Environmental Release Rate by 10%.

•	Improve HSE systems and processes.

2.	Actively manage and improve our financial and operational results through the following components:

▪	Prudently manage capital investment program in response to commodity prices (i.e., capital expenditure within $50 million of Adjusted EBITDA);

▪	Reduce completed well costs by 20% or more;

▪	Reduce non-employee cash General and Administration (G&A)1 spending by 10% (this is a subset of G&A that focuses employees on cost reductions in areas they can control such as travel and entertainment costs, use of consultants and other discretionary spending); and

▪	Target flat year-over-year oil production despite reduced drilling (2014 oil production was 17.1MMbbls)

3.	Aggressively pursue merger and acquisition (M&A) opportunities that can provide impactful future growth and shareholder value creation.

---

---

---

---

---

---

---

---

•	We made important progress on our goals related to HSE systems and processes, including the operational implementation of our new standards and procedures, training our employees on root cause analysis, developing a crisis management program and completing HSE self-audits of three of our field locations.

•	We reduced our environmental release rate by 35% over 2014, exceeding our 10% reduction target.

•	We increased our Hazard Identification Reporting Rate (HIRR) by 88% over 2014, far exceeding our

---

•	Our employee Total Recordable Injury Rate (TRIR) met our target of a 10% reduction over 2014.

•	Our contractor TRIR results were disappointing, as we saw an 111% increase over 2014, including a fatality. This is an area of high priority for the Company, and we implemented several targeted actions through 2015 to decrease our contractor TRIR.

•	We prudently managed our capital program in response to commodity prices and costs. 2015 capital expenditures were $1,011.9 million, well within our Adjusted EBITDA1 of $1,029.3 million.

•	Our crude oil and natural gas price derivative portfolio contributed 25% to our realized prices.

•	We reduced non-employee cash G&A expenses (e.g., consultant, legal and travel and entertainment costs) by 27%, exceeding the target of a 10% reduction over 2014. Overall G&A was down by 11% over 2014.

•	We reduced completed well authorization for expenditure costs by 34.5% on a weighted average basis, exceeding our target of a 20% reduction. This was achieved through decreased service company costs, reduced drill times and sharing infrastructure with existing wells in the Williston Basin.

•

Our superior well results, particularly in the Williston Basin, have been recognized externally: (i) Baker Hughes reported that we are the second fastest drilling operator and have the lowest average bit count in Dunn & McKenzie Counties; (ii) Hart Energy reported that QEP is the industry leader with its well results in the Williston Basin; (iii) Heikkinen Energy Advisors reported that QEP’s South Antelope (Williston) wells show some of the most drastic improvements (in cumulative production) over time with the first half of 2015 materially better than the first half of 2014.

•	We executed on our multi-year strategy of growing crude oil production and reserves to build a more balanced portfolio of both crude oil and natural gas. Crude oil production now represents 36% of total company production - a substantial increase from 8% in 2010 - while crude oil reserves increased to an all-time company record of 193.1 MMbbls.

•

Given the reduction in capital expenditure for 2015, our goal was to target flat year-over-year crude oil production by improving our efficiency and performance with both existing and new wells. We exceeded this target with crude oil production of 19.6 MMbbls, a 14% increase over 2014. These results are largely due to optimization and enhancement of base production and drilling/completion efficiencies, including new completion designs and techniques in the Williston and Permian basins.

---

---

•

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.

•

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

---

•

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

•	An appropriate balance of strategic, operating and financial performance measures;

•	A compensation clawback policy for amounts paid under the AIP (see section below titled “Clawback of Compensation”);

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

•	A balanced mix of cash and equity, with significant weighting on long-term incentive awards;

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

•	Extended three-year vesting schedules on equity grants;

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

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

---

---

1.	Amounts in column (e) include awards of PSUs granted under the CIP and restricted stock granted under the LTSIP, 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 for 2015:

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, $3,840,040; Mr. Doleshek, $1,888,028; Mr. Torgerson, $1,600,028; Mr. Woosley, $450,024; and Mr. Murr, $300,016.

b.	The grant date fair values for the 2015 PSU and restricted stock awards were determined pursuant to FASB ASC Topic 718 (excluding the effect of estimated forfeitures) by multiplying the number of units/shares awarded times the QEP stock price on the date of grant.

c.	Messrs. Stanley, Doleshek and Woosley were issued a one-time award of restricted stock by the Compensation Committee as a result of their significant efforts associated with the sale of the midstream business, which closed in December 2014.

d.	Messrs. Stanley and Doleshek forfeited outstanding awards granted under the QEPM Long-Term Incentive Plan coincident with the sale of the midstream business in December 2014. As a result, the Compensation Committee provided replacement LTI awards of QEP restricted stock with the same vesting terms as the forfeited QEPM awards.

---

2.	Amounts in column (f) reflect the aggregate grant date fair value of option awards calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures) using the Black-Scholes-Merton method. The following table includes the assumptions used to calculate the aggregate grant date fair value of option awards reported for 2015, 2014 and 2013:

3.	Amounts in column (g) reflect the annual cash incentive awards under our CIP for 2015 that were determined by the Compensation Committee and paid out on March 1, 2016.

4.

Amounts in column (h) represent the increase in the estimated actuarial present value of benefits under the QEP Resources, Inc. Retirement Plan and the QEP Resources, Inc. Supplemental Executive Retirement Plan. These estimates are based on discount rate, mortality and other assumptions described in Footnote 3 to the 2015 Pension Benefit Table, which are consistent with those used in QEP’s consolidated financial statements (except for pre-retirement decrements). The increase in the estimated actuarial present value for Messrs. Stanley and Doleshek reflect an increase in value due to an additional year of service, compensation increases, and changes in mortality rate and discount rate assumptions used for computing the value. Messrs. Torgerson, Woosley and Murr are not eligible to participate in these closed plans. Amounts in column (h) do not include any Nonqualified Deferred Compensation earnings, because such earnings, as reflected in the Nonqualified Deferred Compensation table column (d), do not consist of any above-market or preferential earnings.

5.

Amounts in column (i) include employer matches under 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) of the 2015 Nonqualified Deferred Compensation table. No amounts were included for perquisites and personal benefits, as the aggregate value of perquisites and personal benefits for each executive was less than $10,000.

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

---

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 2015. Actual incentive payouts earned in 2015 are reflected in the Non-Equity Incentive Plan Compensation column (g) of the Summary Compensation Table.

2.	There is no applicable threshold for the AIP.

3.	This row represents the range of the number of PSUs that may be earned with respect to PSUs granted pursuant to our CIP in 2015. Payment for earned awards is made in cash after the end of the performance period. If threshold levels of performance are not met, then actual payout will be zero.

4.	This row sets forth options granted pursuant to our LTSIP during 2015.

5.	This row sets forth the annual grants of restricted stock pursuant to our LTSIP during 2015.

6.	This row sets forth the one-time awards of restricted stock issued to Messrs. Stanley, Doleshek and Woosley by the Compensation Committee in recognition of their significant efforts associated with the sale of the midstream business in 2014.

7.	This row sets forth the awards of QEP restricted stock issued to Messrs. Stanley and Doleshek by the Compensation Committee to replace awards under the QEPM Long-Term Incentive Plan that were forfeited coincident with the sale of the midstream business in December 2014.

8.	The exercise price represents the closing price per share of QEP common stock on grant date.

---

1.	This table does not include outstanding Questar stock options granted prior to the Spin-off in 2010. Information regarding the treatment of equity awards at the time of the Spin-off is provided in our 2011 proxy statement.

2.	Shares vested on March 5, 2016.

3.	50% of these shares vested on March 5, 2016, and 50% will vest on March 5, 2017.

4.	33.3% of these shares vested on March 5, 2016; 33.3% will vest on March 5, 2017; and 33.3% will vest on March 5, 2018.

---

5.	Shares will vest on September 5, 2016.

6.

Shares will vest on December 31, 2016 (the end of the three-year performance period covered by the PSU), but are not payable until Board certification, which occurs in the first quarter of the following year. These amounts represent the target number of PSUs awarded under our CIP. Each PSU represents a contingent right to receive the fair market value of one share of QEP common stock. The actual number of shares that may be earned (and, therefore, the actual cash payout amount) will range from 0% to 200% of the number of PSUs awarded, depending on QEP’s relative TSR in comparison to a peer group of companies during the three-year period ending December 31, 2016.

7.

Shares will vest on December 31, 2017 (the end of the three-year performance period covered by the PSU), but are not payable until Board certification, which occurs in the first quarter of the following year. These amounts represent the target number of PSUs awarded under our CIP. Each PSU represents a contingent right to receive the fair market value of one share of QEP common stock. The actual number of shares that may be earned (and, therefore, the actual cash payout amount) will range from 0% to 200% of the number of PSUs awarded, depending on QEP’s relative TSR in comparison to a peer group of companies during the three-year period ending December 31, 2017.

1.	This table does not reflect 2015 exercises of stock options to purchase Questar common stock.

2.

Amounts shown in these columns reflect restricted stock awards that vested during 2015 and payouts of PSUs for the 2013-2015 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 (108% of PSUs granted in 2013), pursuant to the terms of the PSU awards. Values are as follows:

---

1.	This number reflects years of service before participation in the Pension Plan was frozen.

---

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

3.

The present value of accumulated benefits for each NEO is based on an assumed retirement date of the later of (a) age 62 (the earliest age at which a participant may retire under the Pension Plan without a benefit reduction due to age) and (b) December 31, 2015. The calculation above and the calculation for the change in pension value and nonqualified deferred compensation earnings in the Summary Compensation Table use the following assumptions for each NEO:

(a)	Consistent with SEC guidance, pre-retirement decrements for pre-retirement mortality, disability, termination, etc., have been excluded.

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

---

1.

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

2.	In 2015, Messrs. Stanley, Doleshek, Torgerson, Woosley and Murr each deferred compensation under the Deferred Compensation Program of the Deferred Compensation 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 Deferred Compensation Wrap Plan are included in the All Other Compensation column (i) of 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.

•	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;

•	Equity incentive awards under the LTSIP will vest in full;

•	For Pension Plan participants, a payment representing the difference between the net present value of the benefits under the Pension 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.

---

(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 LTI 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).

---

•	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 stock options and restricted stock), 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.

---

---

1.	Amounts include accrued and unpaid salary and accrued paid time off for each NEO and amounts payable under the Basic Severance Plan, which expired December 31, 2015, for all NEOs except Mr. Stanley, who was not eligible to participate in the Basic Severance Plan.

2.	The Basic Severance Plan expired on December 31, 2015. This column reflects the estimated payment pursuant to a termination without cause where the Basic Severance Plan is not in place. It is the same as if the NEO had resigned.

3.	A “Qualifying Termination” refers to a termination of the executive’s employment by QEP without cause or by the executive for good reason under the CIC Plan.

4.	Upon any triggering event Messrs. Stanley and Doleshek are eligible for benefits under the Pension Plan and the SERP, and each of the NEOs is eligible for benefits under the Deferred Compensation Wrap Plan. Please see “2015 Pension Benefits Table” and the “Nonqualified Deferred Compensation Wrap Plan” for an estimated value of such benefits.

5.	Mr. Doleshek is not yet eligible for early retirement, as he does not have 10 years of service.

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

---

---

1.	Certain directors deferred director fees under the Director Deferred Compensation Plan as follows: Dill, $70,000; Flury, $29,167; McKee, $29,167; Scoggins, $105,000; and Thacker, $70,000.

2.

The dollar amount indicated for each of these restricted stock awards under the LTSIP is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, by multiplying the number of shares awarded by the QEP stock price on the date of grant. On February 12, 2015, all independent directors of QEP as of such date (i.e., all independent directors other than Mr, O’Connor) received a grant of QEP restricted stock (which vests in one year) or deferred such grant and received phantom stock. Directors had the following aggregate stock awards or phantom stock outstanding as of December 31, 2015:

3.	In 2015, Mr. Baker served as our Audit Committee Chair and Mr. Trice served as our Compensation Committee Chair; therefore, each received a committee chair retainer of $15,000 in addition to his annual board retainer of $70,000.

4.	Mr. Flury resigned from the Board effective May 12, 2015. He received a distribution of deferred compensation in the amount of 20,982 shares. Per his deferred compensation distribution elections to receive his balance in installments over the course of four years, he will also receive 20,982 shares in 2016 and 2017 and 8,760 shares in 2018.

5.	Mr. McKee resigned from the Board effective May 12, 2015. He received a distribution of deferred compensation in the amount of 86,752 shares. He elected to receive a lump sum distribution of his deferred compensation balance and will not receive future distributions.

6.	Mr. O’Connor resigned from the Board on January 6, 2015. He received a prorated portion of his annual cash retainer. In addition, in connection with his resignation, the Board accelerated the vesting of his 6,302 shares of unvested restricted stock, which were valued at $118,667 on the date of distribution.

7.	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.

---

---

3.	Tax fees relate to tax planning and consulting. QEPM had $284,828 of tax fees in 2014, not included in the table above, related to K-1 preparation and tax compliance services.

---

---

•	Director elections;

•	Amending the Company’s Bylaws;

•	Approving business combinations with related persons;

•	Shareholder action by written consent;

•	Limitation of liability; and

•	Amending the Certificate of Incorporation.

•	Section 2.7(F) - Stockholder Action by Written Consent. Section 2.7(F) provides that stockholders may not take action by written consent. Any action of stockholders must be taken at a duly-called annual or special meeting of stockholders.

•	Article III - Board of Directors. Article III specifies the powers, number, terms, resignation, removal and compensation of directors and the filling of board vacancies. Section 3.2 of Article III provides for a classified board, with only one third of directors standing for election each year.

•

Article VIII - Indemnification and Advancement of Expenses. Article VIII requires the Company to indemnify and person who is made a party to a legal or investigative proceeding by reason of the fact that the person is or was a director or officer against all liability, losses suffered or expenses incurred. In addition, the Company must advance payment of expenses in connection with such proceedings.

•	Section 9.10 - Bylaw Amendments. Section 9.10 requires the vote of 80% of the outstanding voting power, entitled to vote generally in the election of directors, to approve any amendment of any of the three bylaw provisions referenced above or Section 9.10 itself.

---

---

•	Presiding at all meetings of the Board at which the chairman is not present, including chairing the executive sessions of the independent directors;

•	Serving as liaison between the chairman and the independent directors;

•	Approving information sent to the Board;

•	Approving meeting agendas for the Board;

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

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

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

---

---

---

---

(1)	The pension curtailment was a non-cash expense incurred during the year ended December 31, 2015, due to changes in the Company’s pension plan. The Company believes that the pension curtailment does not reflect expected future operating performance or provide meaningful comparisons to past operating performance and therefore has excluded the loss from the calculation of QEP’s Adjusted EBITDA.

---

•	the number of shares constituting such series and any increase or decrease (but not below the number of shares of such series then outstanding) in the number of shares of any series subsequent to the original issue of shares of that series;

---

•	the voting powers, if any, of stock of such series;

•	the rate and time at which, and the terms and conditions upon which, dividends, if any, on such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, and whether such dividends shall be cumulative or non-cumulative and, if cumulative, the terms upon which such dividends shall be cumulative;

•	whether such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions upon which, such series may be redeemed;

•	the rights, if any, of the holders of stock of such series upon the voluntary or involuntary liquidation, dissolution or winding up of the Company;

•	the terms of the sinking fund or redemption or purchase account, if any, to be provided for such series;

•	the right, if any, of the holders of such series to convert shares of the same into, or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Company and the terms and conditions of such conversion or exchange; and

•	any other designations, powers, preferences, limitations and relative rights thereof, so far as they are not inconsistent with the provisions of this Certificate and to the full extent now or hereafter permitted by the laws of Delaware.

---

•

The aggregate amount of the cash and the “Fair Market Value” (as hereinafter defined) of the property, securities or “Other Consideration” (as hereinafter defined) to be received per share by all holders of capital stock of the Company in the Business Combination, other than the Related Person involved in the Business Combination, is not less than the “Highest Per Share Price” or the “Highest Equivalent Price” (each as hereinafter defined) paid by the Related Person in acquiring any of its holdings of the Company’s capital stock; and

•

A proxy statement complying with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such requirements shall have been mailed to all stockholders of the Company for the purpose of soliciting stockholder approval of the Business Combination. The proxy statement shall contain at the front thereof, in a prominent place, the position of the Continuing Directors as to the advisability (or inadvisability) of the Business Combination and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by the Continuing Directors as to the fairness of the terms of the Business Combination, from the point of view of the holders of the outstanding shares of capital stock of the Company other than any Related Person.

---

---

---

---

---