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(1)	Presented net of income tax expense of $1.0 million for the six months ended June 30, 2017.

(2)	Adjustment recorded during the six months ended June 30, 2018, related to a change in the fair value of plan assets as of December 31, 2017.

(3)	Presented net of income tax expense of $0.1 million and $0.1 million for the three and six months ended June 30, 2018, respectively. Presented net of income tax expense of $0.1 million and $0.2 million for the three and six months ended June 30, 2017, respectively.

(4)	Presented net of income tax expense of $0.1 million and $0.2 million for the three and six months ended June 30, 2018, respectively. Presented net of income tax expense of $0.1 million for the six months ended June 30, 2017.

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(1)	Refer to New Accounting Pronouncements in Note 1 – Basis of Presentation.

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(1)

As of June 30, 2018, the restricted cash balance consisted of $26.1 million included within "Other noncurrent assets" on the Condensed Consolidated Balance Sheet. As of June 30, 2017, the restricted cash balance consisted of $22.4 million included within "Other noncurrent assets" on the Condensed Consolidated Balance Sheet provided within the Quarterly Report on Form 10-Q. QEP's restricted cash is primarily cash deposited into an escrow account related to a title dispute between third parties in the Williston Basin.

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(1)	This column excludes the impact of adopting ASC Topic 606 and is consistent with the presentation prior to January 1, 2018.

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(1)	Prior period amounts have not been adjusted under the modified retrospective method.

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(1)	Prior period amounts have not been adjusted under the modified retrospective method.

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(1)	Excludes $51.6 million of ARO classified as "Other long-term liabilities held for sale" on the Condensed Consolidated Balance Sheets related to the Uinta Basin Divestiture as of both June 30, 2018 and December 31, 2017.

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(1)	The Company nets its derivative contract assets and liabilities outstanding with the same counterparty on the Condensed Consolidated Balance Sheets, for the contracts that contain netting provisions. Refer to Note 7 – Derivative Contracts for additional information regarding the Company's derivative contracts.

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(1)	Argus WTI Houston is an index price reflecting the weighted average price of WTI at Magellan's East Houston crude oil terminal.

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(1)	Due to the nature of the Strategic Initiatives and uncertain factors such as timing and terms of the potential divestitures, the Company is not able to reasonably estimate the total cost to be incurred as a part of this restructuring.

(2)	QEP expects to incur an additional $12.0 million of expense in 2018 and $4.0 million in 2019 related to the retention program.

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(1)	Amortization of prior service costs and actuarial losses out of accumulated other comprehensive income are recognized on the Condensed Consolidated Statements of Operations within "Interest and other income (expense)".

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•	Delivered record oil and condensate production of 6.6 MMbbls, a 35% increase over 2017 volumes;

•	Increased oil and condensate production by 121% to a record 3.2 MMbbls in the Permian Basin;

•	Increased gas production in Haynesville/Cotton Valley to 28.5 Bcf, a 71% increase over 2017 volumes, primarily due to successful refracturing and drilling programs;

•	Reported net realized oil prices of $54.30 per bbl, a 16% increase over 2017;

•	Repurchased and retired 0.6 million shares of the Company's outstanding shares of common stock for $5.6 million;

•	Generated a net loss of $336.0 million or $1.42 per diluted share; and

•	Reported Adjusted EBITDA (a non-GAAP financial measure defined and reconciled below) of $282.6 million, a 59% increase over 2017.

•	Delivered oil and condensate production of 11.5 MMbbls, a 21% increase over 2017 volumes;

•	Increased oil and condensate production by 119% to a record 5.4 MMbbls in the Permian Basin;

•	Increased gas production in Haynesville/Cotton Valley to 54.2 Bcf, an 88% increase over 2017 volumes, primarily due to successful refracturing and drilling programs;

•	Reported net realized oil prices of $53.11 per bbl, a 13% increase over 2017;

•	Repurchased and retired 6.2 million shares of the Company's outstanding shares of common stock for $58.4 million;

•	Generated a net loss of $389.6 million, or $1.63 per diluted share; and

•	Reported Adjusted EBITDA (a non-GAAP financial measure defined and reconciled below) of $454.5 million, a 31% increase over 2017.

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(1)	The gross operated drilling well count in the Permian Basin includes 13 wells for which surface casing has been set, but as of June 30, 2018, did not have a rig drilling.

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(1)	Prior period amounts have not been adjusted under the modified retrospective method for the new revenue recognition rule, refer to Note 2 – Revenue in Part 1, Item I of this Quarterly Report on Form 10-Q.

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(2)

Above is a reconciliation of Oil and condensate, gas and NGL sales (a GAAP measure) as presented on the Condensed Consolidated Statements of Operations to Oil and condensate, gas and NGL sales, as adjusted. Oil and condensate, gas and NGL sales, as adjusted excludes transportation and processing costs that are included as part of "Oil and condensate, gas and NGL sales" on the Condensed Consolidated Statements of Operations. Management removes these costs from "Oil and condensate, gas and NGL sales" included on the Condensed Consolidated Statements of Operations to reflect total revenue associated with its production prior to deducting any expenses. Management believes that this non-GAAP measure is useful supplemental information for investors as it is reflective of the total revenue generated from its wells for the period and is a more comparable measure to reported revenue of its peers. This non-GAAP measure should be considered by the reader in addition to but not instead of, the financial statements prepared in accordance with GAAP. Refer to Note 2 – Revenue in Part 1, Item I of this Quarterly Report on Form 10-Q.

(3)	Transportation and processing costs in the table above is not representative of total transportation and processing costs incurred. Refer to the Operating Expenses section below for a reconciliation of total transportation and processing costs.

(1)	The revenue variance attributed to the change in volume is calculated by multiplying the change in volume from the three and six months ended June 30, 2018, as compared to the three and six months ended June 30, 2017, by the average field-level price for the three and six months ended June 30, 2017.

(2)

The revenue variance attributed to the change in price is calculated by multiplying the change in average field-level price from the three and six months ended June 30, 2018, as compared to the three and six months ended June 30, 2017, by the respective volumes for the three and six months ended June 30, 2018. Pricing changes are driven by changes in commodity average field-level prices, excluding the impact from commodity derivatives.

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(1)

Below are reconciliations of transportation and processing costs (a GAAP measure) as presented on the Condensed Consolidated Statements of Operations and on a unit of production basis to adjusted transportation and processing costs. Adjusted transportation and processing costs includes transportation and processing costs that are reflected as part of "Oil and condensate, gas and NGL sales" on the Condensed Consolidated Statements of Operations. Management adds these costs together with transportation and processing costs reflected on the Condensed Consolidated Statements of Operations to reflect the total operating costs associated with its production. Management believes that this non-GAAP measure is useful supplemental information for investors as it is reflective of the total production costs required to operate the wells for the period and is a more comparable measure to the operating costs of its peers. This non-GAAP measure should be considered by the reader in addition to but not instead of, the financial statements prepared in accordance with GAAP. Refer to Note 2 – Revenue in Part 1, Item I of this Quarterly Report on Form 10-Q.

(1)	Prior period amounts have not been adjusted under the modified retrospective method for the new revenue recognition rule. Refer to Note 2 – Revenue in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

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•	$51.7 million 6.80% Senior Notes due March 2020;

•	$397.6 million 6.875% Senior Notes due March 2021;

•	$500.0 million 5.375% Senior Notes due October 2022;

•	$650.0 million 5.25% Senior Notes due May 2023; and

•	$500.0 million 5.625% Senior Notes due March 2026.

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•	our Strategic Initiatives to transition to a pure-play Permian Basin company, including the use of proceeds from such asset sales;

•	reducing operating and per well drilling costs and managing liquidity;

•	plans to grow oil and condensate production in the Permian Basin;

•	drilling and completion plans and strategies;

•	acquiring acreage in the Permian Basin to add development opportunities and facilitate the drilling of long lateral wells;

•	estimated future payments to reimburse the buyer in the Pinedale Divestiture for certain deficiency charges related to the gas processing and NGL transportation and fractionation contracts;

•	future development costs and funding for such development costs;

•	the conditions impacting the timing and amount of share repurchases under our share repurchase program;

•	the usefulness of non-GAAP financial measures;

•	our inventory of drilling locations;

•	ability of our inventory locations to provide a solid base for growth in production and reserves;

•	evaluation of potential acquisitions and divestiture opportunities;

•	our balance sheet and liquidity position allowing us to grow oil production in the Permian Basin and achieve our Strategic Initiatives;

•	amount and allocation of forecasted capital expenditures (excluding property acquisitions) and, plans for funding operations and capital investments;

•	potential for asset impairments, including estimated impairment amounts, and factors impacting impairment amounts;

•	fair value estimates and related assumptions and assessment of the sensitivity of changes in assumptions, and critical accounting estimates, including estimated asset retirement obligations and fair value estimates of stock options;

•	impact of global geopolitical and macroeconomic events;

•	plans regarding derivative contracts, including the volumes utilized, and the anticipated benefits derived there from;

•	delays in completion of wells, well shut-ins and volatility to operating results caused by multi-well pad drilling, including the effect of such delays on quarterly operating results;

•	plans and ability to pursue acquisition opportunities;

•	sufficiency of our liquidity position to ensure financial flexibility and fund our operations and capital expenditures;

•	estimates of the amount of additional indebtedness we may incur under our revolving credit facility;

•	implementation and impact of new accounting pronouncements;

•	assumptions regarding share-based compensation;

•	settlement of performance share units and restricted share units in cash;

•	recognition of compensation expense related to share-based compensation grants;

•	expected contributions to our employee benefit plans;

•	novation of commodity derivatives upon the closing of the Uinta Basin Divestiture;

•	effect of the Strategic Initiatives on employee benefit plans; and

•	costs associated with employee retention program and contractual termination benefits, including severance and accelerated vesting of share-based compensations.

•	the risk factors discussed in Item 1A of Part I of the 2017 Form 10-K and Item 1A of Part II of this Quarterly Report on Form 10-Q;

•	changes in oil, gas and NGL prices;

•	global geopolitical and macroeconomic factors;

•	general economic conditions, including the performance of financial markets and interest rates;

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•	the risks and liabilities associated with acquired assets;

•	asset impairments;

•	fair value estimates;

•	timing of and proceeds from asset divestitures;

•	liquidity constraints, including those resulting from the cost and availability of debt and equity financing;

•	drilling and completion strategies, methods and results;

•	assumptions around well density/spacing and recoverable reserves per well prove to be inaccurate;

•	changes in estimated reserve quantities;

•	changes in management's assessments as to where QEP's capital can be most profitably deployed;

•	shortages and costs of oilfield equipment, services and personnel;

•	changes in development plans;

•	lack of available pipeline, processing and refining capacity;

•	processing volumes and pipeline throughput;

•	risks associated with hydraulic fracturing;

•	the outcome of contingencies such as legal proceedings;

•	delays in obtaining permits and governmental approvals;

•	operating risks such as unexpected drilling conditions and risks inherent in the production of oil and gas;

•	weather conditions;

•

changes in, adoption of and compliance with laws and regulations, including decisions and policies concerning: the environment, climate change, greenhouse gas or other emissions, natural resources, fish and wildlife, hydraulic fracturing, water use and drilling and completion techniques, as well as the risk of legal proceedings arising from such matters, whether involving public or private claimants or regulatory investigative or enforcement measures;

•	derivative activities;

•	potential losses or earnings reductions from our commodity price risk management programs;

•	volatility in the commodity-futures market;

•	failure of internal controls and procedures;

•	failure of our information technology infrastructure or applications to prevent a cyberattack;

•	elimination of federal income tax deductions for oil and gas exploration and development costs;

•	production, severance and property taxation rates;

•	tariffs on products we use in our operations on products we sell;

•	discount rates;

•	regulatory approvals and compliance with contractual obligations;

•	actions of, or inaction by federal, state, local or tribal governments, foreign countries and the Organization of Petroleum Exporting Countries;

•	lack of, or disruptions in, adequate and reliable transportation for our production;

•	competitive conditions;

•	production and sales volumes;

•	actions of operators on properties in which we own an interest but do not operate;

•	estimates of oil and gas reserve quantities;

•	reservoir performance;

•	operating costs;

•	inflation;

•	capital costs;

•	creditworthiness and performance of the Company's counterparties, including financial institutions, operating partners and other parties;

•	volatility in the securities, capital and credit markets;

•	actions by credit rating agencies and their impact on the Company;

•	changes in guidance issued related to tax reform legislation;

•	actions of activist shareholders; and

•	other factors, most of which are beyond the Company's control.

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(1)	During the three months ended June 30, 2018, QEP purchased 102,554 shares from employees in connection with the settlement of income tax and related benefit withholding obligations arising from the vesting of restricted share grants.

(2)	During the three months ended June 30, 2018, QEP repurchased and retired 592,310 shares under the February 2018 $1.25 billion Repurchase Program at a weighted average price of $9.37 per share, excluding commission of $0.02 per share, for $5.6 million. Shares are as of the settlement date.

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+	Indicates a management contract or compensatory plan or arrangement.

*	Filed herewith

**	These interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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1.

Grant of Performance Share Units. Subject to the terms and conditions of this Agreement and the QEP Resources, Inc. Cash Incentive Plan, as may be amended from time to time (the “Plan”), the Company hereby issues to Grantee the right to receive a number of Performance Share Units calculated in the manner set forth in Appendix A hereto, based on the achievement of one or more Performance Goals that must be attained over a relevant Performance Period, and assuming a target award of [shares granted] Performance Share Units (the “Target Share Units”). Each Performance Share Unit actually earned and vested in accordance with this Agreement and Appendix A hereto represents the right to receive a cash payment equal to the Fair Market Value of one share of the Company’s no par value common stock (“Common Stock”), subject to Section 3 and the other terms and conditions of this Agreement. Terms not defined herein shall have the meanings ascribed to them in the Plan.

2.	Vesting; Termination of Employment; Forfeiture.

a)	Termination of Employment. Except as provided in subsections (b) and (c) below, if the Grantee terminates employment with the Company and its Affiliates for any reason prior to the Vest Date, the Grantee shall forfeit any and all interest under this Agreement and shall forfeit the right to receive any Performance Share Units hereunder.

b)

Death, Disability, or Retirement. If the Grantee terminates employment with the Company and its Affiliates on account of death, Disability, or Retirement (as defined below) prior to the last day of the Performance Period, the Grantee shall receive on the Vest Date a pro rata portion of the Performance Share Units that would otherwise have been received for the Performance Period, subject to certification by the Committee, in an amount equal to the product of (x) the number of Performance Share Units that would have been earned in accordance with the provisions of Appendix A had Grantee remained in the continuous employment of the Company or its Affiliates through the last day of the Performance Period, multiplied by (y) the ratio between (i) the number of full months of employment completed from the first day of the Performance Period to the date of termination of employment and (ii) the number of full months in the Performance Period. If the Grantee terminates employment with the Company and its Affiliates on account of death, Disability, or Retirement on or after the last day of the Performance Period but before the Vest Date, the Grantee shall receive on the Vest Date the Performance Share Units that would

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c)

Termination Following a Change in Control. If, upon a Change in Control of the Company or within the three years thereafter, the Grantee’s employment is terminated prior to the Vest Date (i) by the Company and its Affiliates for any reason other than Cause (as defined below) or Disability (it being understood that upon termination for Disability, the provisions of paragraph (b) above shall apply) or (ii) by the Grantee for Good Reason (as defined below) within 60 days following the expiration of the cure period afforded the Company to rectify the condition giving rise to Good Reason, the Grantee shall be entitled to receive a payment for the Performance Share Units earned hereunder based on the greater of (A) the level of achievement of the applicable performance goals as of immediately prior to the Change in Control or (B) the level of achievement of the applicable performance goals as of the date of termination of employment (which for administrative convenience may be determined as of the most recently completed calendar quarter). Such payment will be made to the Grantee within 30 days after the Grantee’s termination of employment. For purposes of this subsection (c):

i.

“Cause” means the Grantee’s:  (i) willful and continued failure to perform substantially the Grantee’s duties with an Employer (other than any such failure resulting from incapacity due to physical or mental illness), following written demand for substantial performance delivered to the Grantee by the Board or the Chief Executive Officer of the Company; or (ii) willful engagement in conduct that is materially injurious to an Employer. For purposes of this definition, no act or failure to act on the part of the Grantee shall be considered “willful” unless it is done, or omitted to be done, by the Grantee without reasonable belief that the Grantee’s action or omission was in the best interests of the Grantee’s Employer. The Company, acting through the Board, must notify the Grantee in writing that the Grantee’s employment is being terminated for “Cause”. The notice shall include a list of the factual findings used to sustain the judgment that the Grantee’s employment is being terminated for “Cause”.

ii.

“Good Reason” means any of the following events or conditions that occur without the Grantee’s written consent, and that remain in effect after notice has been provided by the Grantee to the Company of such event or condition and the expiration of a 30 day cure period:  (i) a material diminution in the Grantee’s gross annual base salary (as in effect immediately prior to the Change in Control of the Company), target incentive opportunity under any Annual Cash Incentive Plan or long-term incentive award opportunity under any Long-Term Incentive Plan or Stock Incentive Plan; (ii) a material diminution in the Grantee’s authority, duties, or responsibilities; (iii) a material diminution in the

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A.	“Annual Cash Incentive Plan” means any annual incentive plan, program or arrangement offered by an Employer pursuant to which the Grantee is eligible to receive a cash award, subject in whole or in part to the achievement of performance goals over a period of no more than one year, including without limitation the Plan.

B.	“Long-Term Incentive Plan” means any long-term incentive plan, program or arrangement offered by an Employer pursuant to which the Grantee is eligible to receive an award, subject in whole or in part to the achievement of performance goals over a period of more than one year, including without limitation the Plan.

C.	“Stock Incentive Plan” means any incentive plan offered by the Company pursuant to which upon or following vesting or exercise, as applicable, the Grantee is entitled to receive shares of the Company’s Common Stock, including without limitation the QEP Resources, Inc. 2018 Long-Term Incentive Plan.

3.	Payment.

a)

General. As soon as practicable after the end of the Performance Period the Committee shall determine and certify the number of Performance Share Units that have been earned in accordance with Appendix A and the terms and conditions of this Agreement. Subject to subsection (b), payment for Performance Share Units shall be made in cash on the Vest Date. The amount distributable shall be based on the average closing Company stock price for the fourth quarter of the final year of the Performance Period. All payments shall be made as soon as administratively practicable after the date on which the Committee determines and certifies the number of Performance Share Units that have been earned, but in all events not later than March 15 of the calendar year following the calendar year in which the Performance Period ends. The foregoing provisions are subject to the terms of any valid and effective deferral election made by the Grantee with respect to the Performance Share Units under the QEP Resources, Inc. Deferred Compensation Wrap Plan.

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b)

Payment in Shares. Notwithstanding anything in the Plan, this Agreement or in Appendix A to the contrary, in lieu of paying the Performance Share Units in cash as provided in subsection (a), the Committee may elect in its discretion to pay some or all of the Performance Share Units in the form of an equal number of actual shares of the Company’s (or its successor’s) Common Stock or other applicable securities, which shares of Common Stock or other applicable securities shall be delivered to the Grantee under the Company’s 2018 Long-Term Incentive Plan (as it may be amended or restated from time to time, or, to the extent applicable, any future or successor equity compensation plan of the Company).

4.	No Rights of a Stockholder. The Grantee shall have no voting or other rights as a stockholder of the Company with respect to this award. The Grantee’s right to receive payments earned under this Agreement shall be no greater than the right of any unsecured general creditor of the Company.

5.

Adjustments to Performance Share Units. In the event of any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, grant of warrants or rights offering to purchase Common Stock at a price materially below fair market value or other similar corporate event affecting the Common Stock, the Committee shall adjust the award issued hereunder in order to preserve the benefits or potential benefits intended to be made available under this Agreement. All adjustments shall be made in the sole and exclusive discretion of the Committee, whose determination shall be final, binding and conclusive. Notice of any adjustment shall be given to Grantee.

6.

Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be given by e-mail, hand delivery or by first class registered or certified mail, postage prepaid, addressed, if to the Company, to its Corporate Secretary, and if to Grantee, to his or her address now on file with the Company, or to such other address as either may designate in writing. Any notice shall be deemed to be duly given as of the date delivered in the case of e-mail or personal delivery, or as of the second day after enclosed in a properly sealed envelope and deposited, postage prepaid, in a United States post office, in the case of mailed notice.

7.

Amendment. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and Grantee, or as approved by the Committee or its delegate. Notwithstanding any provision in this Agreement to the contrary, including Section 8, an amendment to the Plan that would materially and adversely affect Grantee’s rights with respect to the award of Performance Share Units granted hereunder will not be effective with respect to such award.

8.

Relationship to Plan. Except to the extent this Agreement provides for the discretionary stock settlement of the Target Share Units, this Agreement shall not alter the terms of the Plan. If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall prevail, provided, however, that the terms of Section 3(b) of this Agreement shall control over any contrary provision of the Plan. Capitalized terms used in this Agreement but not defined herein shall have the meaning given such terms in the Plan.

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9.

Construction; Severability. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

10.	Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Committee appointed under the Plan, but only to the extent permitted under the Plan.

11.

Entire Agreement; Binding Effect. Once accepted, this Agreement, the terms and conditions of the Plan, and the award of Performance Share Units set forth herein, constitute the entire agreement between Grantee and the Company governing such award of Performance Share Units, and shall be binding upon and inure to the benefit of the Company and to Grantee and to the Company’s and Grantee’s respective heirs, executors, administrators, legal representatives, successors and assigns.

12.	No Rights to Employment. Nothing contained in this Agreement shall be construed as giving Grantee any right to be retained in the employ of the Company or its Affiliates and this Agreement is limited solely to governing the rights and obligations of Grantee with respect to the Performance Share Units.

13.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice of law principles thereof.

14.	Section 409A. For the avoidance of doubt, the provisions of Section 10(f) of the Plan shall apply to this Agreement and all payments made or to be made in connection with this Agreement.

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1.

Grant of Deferred Shares. Subject to the terms and conditions of this Agreement, the Plan and the Wrap Plan (as defined below), on the Effective Date, the Company hereby grants to the Grantee the right to receive ________ shares of the Company’s Common Stock (the “Deferred Shares”). The Grantee has previously elected to defer receipt of the Deferred Shares in accordance with the terms of the QEP Resources, Inc. Deferred Compensation Wrap Plan - Deferred Compensation Program (the “Wrap Plan”). For the avoidance of doubt, the Deferred Shares shall become a part of the Grantee’s Deferred Compensation Sub-Account that is invested in the “Common Stock Option” under Section 5.3(b) of the Deferred Compensation Program under the Wrap Plan.

2.

Vesting. Except as provided otherwise in this Agreement, the Deferred Shares shall vest in [three substantially equal increments on an annual basis following the Effective Date], subject to the Grantee’s continued Service from the Effective Date until the applicable vesting date (each, a “Vesting Date”). The number of Deferred Shares that are vested shall be cumulative, so that once a Deferred Share becomes vested, it shall continue to be vested.

3.	Termination of Employment; Forfeiture. If the Grantee’s employment with the Employer terminates, the Deferred Shares shall be treated as follows unless the Grantee is subject to an employment agreement or other agreement with the Employer that governs the treatment of the Deferred Shares upon termination, in which case the terms of the other agreement shall govern.

a)	Death or Disability. If the Grantee’s employment with the Employer terminates due to the Grantee’s death or Disability prior to any Vesting Date, any unvested Deferred Shares shall vest in full.

b)	Other Terminations of Employment. Except as provided in Section 3(a) above or Section 5(a) below, if the Grantee’s employment with the Employer is terminated for any reason prior to any Vesting Date, the Grantee shall forfeit all Deferred Shares that are not yet vested at the time of such termination.

4.	Payment. Except as otherwise provided under the Wrap Plan, any vested Deferred Shares shall be distributed to the Grantee in accordance with the terms of the deferral election previously made by the Grantee with respect to the Deferred Shares under the Wrap Plan.

5.

Change in Control. For the avoidance of doubt, upon a Change in Control of the Company, notwithstanding the deferral election made by the Grantee under the Wrap Plan, the Committee shall distribute all of the Deferred Shares to the Grantee within 60 days following the date of such Change in Control, in accordance with Section 6.2 of the Wrap Plan, provided that any unvested Deferred Shares shall be distributed in the form of an equal number of shares of Restricted Stock (the “Restricted Shares”). The Restricted Shares distributed to the Grantee shall vest on the same schedule as the Deferred Shares with respect to which the Restricted Shares relate in accordance

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a)

Termination Following a Change in Control. If, upon a Change in Control of the Company or within the three years thereafter, the Grantee’s employment with the Employer is terminated (i) by the Grantee’s Employer for any reason other than Cause or (ii) by the Grantee for Good Reason within 60 days following the expiration of the cure period afforded to the Company to rectify the condition giving rise to Good Reason, the Restricted Shares shall vest in full and no longer be subject to forfeiture. For purposes of this Section 5(a):

i.

“Cause” means the Grantee’s:  (i) willful and continued failure to perform substantially the Grantee’s duties with the Employer (other than any such failure resulting from incapacity due to physical or mental illness), following written demand for substantial performance delivered to the Grantee by the Board or the Chief Executive Officer of the Company; or (ii) willful engagement in conduct that is materially injurious to the Employer. For purposes of this definition, no act or failure to act on the part of the Grantee shall be considered “willful” unless it is done, or omitted to be done, by the Grantee without reasonable belief that the Grantee’s action or omission was in the best interests of the Grantee’s Employer. The Company, acting through the Board, must notify the Grantee in writing that the Grantee’s employment is being terminated for “Cause”. The notice shall include a list of the factual findings used to sustain the judgment that the Grantee’s employment is being terminated for “Cause”.

ii.

“Good Reason” means any of the following events or conditions that occur without the Grantee’s written consent, and that remain in effect after notice has been provided by the Grantee to the Company of such event or condition and the expiration of a 30 day cure period:  (i) a material diminution in the Grantee’s gross annual base salary (as in effect immediately prior to the Change in Control of the Company), target incentive opportunity under any Annual Cash Incentive Plan or long-term incentive award opportunity under any Long-Term Incentive Plan or Stock Incentive Plan; (ii) a material diminution in the Grantee’s authority, duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Grantee is required to report, including a requirement that the Grantee report to a corporate officer or employee instead of reporting directly to the Board; (iv) a material diminution in the budget over which the Grantee retains authority; (v) a material change in the geographic location at which the Grantee performs services; or (vi) any other action or inaction that constitutes a material breach by the Employer of the Grantee’s employment agreement (if any). The Grantee’s notification to the Company must be in writing and must occur within a reasonable period of time, not to exceed 90 days, following the initial existence of the relevant event or condition. For purposes of this definition:

1.	“Annual Cash Incentive Plan” means any annual incentive plan, program or arrangement offered by the Employer pursuant to which the Grantee is eligible to receive a cash award, subject in whole or in part to the

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2.	“Long-Term Incentive Plan” means any long-term incentive plan, program or arrangement offered by the Employer pursuant to which the Grantee is eligible to receive an award, subject in whole or in part to the achievement of performance goals over a period of more than one year, including without limitation the QEP Resources, Inc. Cash Incentive Plan.

3.	“Stock Incentive Plan” means any incentive plan offered by the Company pursuant to which upon or following vesting or exercise, as applicable, the Grantee is entitled to receive shares of the Company’s Common Stock, including without limitation the Plan.

b)

Transferability. Except as the Administrator may otherwise determine, Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order. If any transfer of Restricted Shares is made or attempted to be made contrary to the terms of this Agreement, the Company shall have the right to acquire for its own account, without the payment of any consideration therefor, such shares from the owner thereof or his or her transferee, at any time before or after such prohibited transfer. In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other equitable remedies then available to it. The Company may refuse for any purpose to recognize any transferee who receives shares contrary to the provisions of this Agreement as a stockholder of the Company and may retain and/or recover all dividends on such shares that were paid or payable subsequent to the date on which the prohibited transfer was made or attempted. Upon vesting, the restrictions in this Section 5(b) shall lapse, the Restricted Shares shall no longer be subject to forfeiture.

c)	Enforcement of Restrictions. To enforce the restrictions on the Restricted Shares, the Restricted Shares will be held in electronic form in an account by the Company’s transfer agent or other designee until the restrictions have lapsed with respect to such shares, or such shares are forfeited, whichever is earlier.

d)	Rights of a Stockholder. Except as otherwise provided herein, the Grantee shall have all of the voting, dividend, liquidation and other rights of a stockholder with respect to the Restricted Shares.

e)	Tax Withholding Obligations.

i.	Upon taxation of the Restricted Shares, the Grantee shall make appropriate arrangements with the Company to provide for the payment of all applicable tax withholdings. The Grantee may elect to satisfy such withholding liability by:

1.	Payment to the Company in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company;

2.	Deduction from the Grantee’s regular pay;

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3.	Withholding of a number of shares of vested Restricted Stock having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by the Grantee; or

4.

Transfer to the Company of a number of shares of Common Stock that were acquired by the Grantee more than six (6) months prior to the transfer to the Company, with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by the Grantee, up to the Grantee’s marginal tax payment obligations associated with the taxation of the Restricted Stock.

ii.

All elections under this Section 5(e) shall be subject to the approval or disapproval of the Committee. Unless the Committee determines otherwise or the Grantee has notified the Company in writing otherwise, the Grantee shall be deemed to have elected the method described in Section 5(e)(i)(3). The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”).

1.	All elections must be made prior to the Tax Date;

2.	All elections shall be irrevocable; and

3.	If the Grantee is an officer or director of the Company within the meaning of Section 16 of the Securities and Exchange Act of 1934 (“Section 16”), the Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

6.	No Rights as a Stockholder. Unless and until any actual shares of Common Stock are distributed to the Grantee pursuant to the terms of this Agreement and the Wrap Plan, the Grantee shall have no voting or other rights as a stockholder of the Company with respect to the Deferred Shares.

7.

Amendment. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Grantee, or as approved by the Committee or its delegate. Notwithstanding any provision in this Agreement to the contrary, including Section 8, an amendment to the Plan that would materially and adversely affect the Grantee’s rights with respect to the Award granted hereunder will not be effective with respect to such Award.

8.	Relationship to Plan and the Wrap Plan. This Agreement shall not alter the terms of the Plan or the Wrap Plan. If there is a conflict between the terms of the Plan or the Wrap Plan and the terms of this Agreement, the terms of the Plan or the Wrap Plan, as applicable, shall prevail.

9.	Construction; Severability. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability

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10.	Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Committee appointed under the Plan, but only to the extent permitted under the Plan and the Wrap Plan.

11.

Entire Agreement; Binding Effect. Once accepted, this Agreement, the terms and conditions of the Plan, the Wrap Plan, and the Award set forth herein, constitute the entire agreement between the Grantee and the Company governing such Award, and shall be binding upon and inure to the benefit of the Company and to the Grantee and to the Company’s and the Grantee’s respective heirs, executors, administrators, legal representatives, successors and assigns.

12.	No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Grantee any right to be retained in the employ of the Employer and this Agreement is limited solely to governing the rights and obligations of the Grantee with respect to the Award.

13.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice of law principles thereof.

1.	I have reviewed this Form 10-Q of QEP Resources, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this Form 10-Q of QEP Resources, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

(1)	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.