QUESTAR PIPELINE COMPANY

PICEANCE TO KANDA/COLEMAN EXPANSION PROJECT

REVISED OPEN SEASON

Questar Pipeline Company (Questar) is revising its proposed interstate pipeline expansion project from Piceance to Kanda/Coleman based upon input it has received from parties interested in its initial open season dated August 12, 2003. As a result of ongoing discussions, Questar has been able to more accurately define participant interest in the various markets as well as pipeline routes and associated transportation rates. The purpose of this revised open season is to ensure that all interested parties are made aware of the updated information and to enable those parties who originally submitted a precedent agreement to re-evaluate their interest under the revised terms and to offer binding bids.

Questar’s initial open season was targeted at parties whose primary concern was delivering volumes produced in the Piceance Basin area into interstate pipelines serving the mid-continent area. Since that time, various parties have indicated their overwhelming interest in the flexibility to deliver gas over the term of their transportation contracts into interstate pipelines serving the Pacific Northwest (Northwest Pipeline), California (Kern River), San Juan Basin (Northwest and TransColorado), the mid-continent (WIC, CIG and Southern Star), and Questar Pipeline (Clay Basin Storage and Questar Gas Company.) Questar Pipeline believes this revised open season provides shippers with the options they have requested. Included in this revised open season is the ability of Questar to take receipts from points located across its system in addition to Piceance Basin area. Depending on shipper interest this expansion could include an extension to the Desolation Flats/Wamsutter Area.

Questar anticipates the expansion would be in-service by fall 2006 although the timeliness of customer responses and the magnitude of the expansion can alter this date. Questar currently has interconnects with TransColorado Gas Transmission Company, Colorado Interstate Gas Company, Kern River Gas Transmission Company, Northwest Pipeline Corporation, Southern Star, Wyoming Interstate Company, Overthrust Pipeline Company, Questar Gas Company, Public Service Company of Colorado, Rocky Mountain Natural Gas, Greeley Gas Company and several existing or soon to be in-service power generation plants. Questar has direct ties to many producing basins in the Rocky Mountain area, including but not limited to, the Greater Green River Basin, Uintah Basin, Piceance Basin, Ferron Coal Bed Methane Area and the Desolation Flats area.

FACILITIES

Questar proposes to expand the capacity on its system between 300 and 450 MMCFD by installing approximately 170 miles of 24-inch diameter pipe. Depending on the suction pressures and contracted volume Questar intends to install estimated compression in the range of 7,000 to 52,000 horsepower.

The purpose of this open season is to determine the optimal size of the expansion as well as Shippers preferred receipt and delivery points.

Parties interested in obtaining new firm transportation service on Questar are invited to submit binding bids via a signed Precedent Agreement (Bid) during the open season. Copies of the bid form are available online under Marketing and Open Seasons at www.questarpipeline.com.

LENGTH OF OPEN SEASON

The open season for Questar's expansion project will begin at 8:00 a.m., MDT on Friday, April 30, 2004 and will close at 12:00 noon, MDT, on Wednesday, June 2, 2004. If you have questions regarding the open season, please contact one of the following marketing representatives:

Lynn Arnold	801- 324-2941
Brent Kitchen	801- 324-2117
Tom Myrberg	801- 324-2978
Mary Kay Olson	801- 324-5873
Martin Anderson	801- 324-2017
Brad Markus	801- 324-5663

RATES

The rate will be in excess of Questar’s currently effective T-1 firm transportation rate. Service utilizing the expanded facilities may necessitate establishment of a new rate on Questar’s Statement of Rates.

Depending on the level of interest and the amount of horsepower required for the expansion, Questar anticipates the following reservation rates will be required to proceed with the project.

	300,000 DTH/DAY		450,000 DTH/DAY
	ASSUME 1,000 PSI SUCTION AT GREASEWOOD	ASSUME 600 PSI SUCTION AT GREASEWOOD	ASSUME 1,000 PSI SUCTION AT GREASEWOOD	ASSUME 600 PSI SUCTION AT GREASEWOOD
LEVELIZED RESERVATION RATE ($/DTH)	$8.28337	$9.43920	$7.06670	$8.19212
100% LOAD FACTOR RATE 1/ ($/DTH)	$0.275	$0.313	$0.235	$0.272
OTHER	USAGE CHARGE, ACA, FUEL REIMBURSEMENT AND ANY OTHER APPLICABLE CHARGES WILL BE IN ADDITION TO THE RESERVATION RATE.

1/ This rate includes Questar's usage fee of $0.00267 per Dth

Any additional questions regarding the necessary economic hurdle rates for the project should be directed to the marketing representatives listed above.

POTENTIAL RECEIPT POINTS

· Any point on Questar’s northern system west of Kanda/Coleman including but not limited to the Greater Green River Basin and Overthrust Belt.

· Any point on Questar’s northern system east of Kanda/Coleman including but not limited to the Desolation Flats and Dripping Rock areas. (May require incremental pipe and/or compression).

· Any point on Questar’s southern system west of Greasewood including but not limited to the Ferron Coal Bed Methane area, Uintah Basin and Piceance Basin.

· Any point on Questar’s southern system east of Greasewood (may require incremental pipe and/or compression).

POTENTIAL DELIVERY POINTS

· Kern River Gas Transmission Company

· Northwest Pipeline Corporation

· Colorado Interstate Gas Company

· Southern Star

· Wyoming Interstate Company

· TransColorado Gas Transmission Company

· Overthrust Pipeline Company

· Questar Gas Company

· Public Service Company of Colorado

· Rocky Mountain Natural Gas

· Greeley Gas Company

· Clay Basin Storage

· Several existing or soon to be in-service power generation plants

SUBMISSION OF BIDS

Each Bid should specify quantities in Dth per day and the desired receipt and delivery points. The Bids must be presented as a maximum reservation charge that Shipper is willing to pay. Usage charge, ACA, fuel reimbursement and any other applicable charges will be in addition to the reservation charge. Completed Bids (in the form of a Precedent Agreement) for the capacity must be submitted to Questar during the open season. Bids must be for a minimum ten year term.

Following the close of the open season, the Bids will be reviewed and prospective customers notified by July 15, 2004 of Questar’s intent to proceed. Please submit bids to Questar Pipeline Company, attention Brent Kitchen, via regular mail, e-mail or fax as described below:

Mailing Address: 180 East 100 South

P. O. Box 45360

Salt Lake City, Utah 84145-0360

E-mail address: Brent.Kitchen@Questar.com

Fax Number: 801-324-2578

AWARDING OF CAPACITY

Bids will be ranked based on the following present value calculation:

(Monthly Reservation Charge) x [1-(1+ i)^-n ] = Present Value

( Per Unit ) [ i ] Per Unit

Where: i = interest rate per month, i.e., overall rate of return divided by 12 months

n = term of the agreement, in months

However, Questar may give priority to Bids that maximize available pipeline capacity and optimize pipeline operating efficiencies.

If the calculations yield a present value which is the same for two or more Shippers and capacity is insufficient to serve the requests of those Shippers, Questar will allocate the available capacity based upon the date of receipt with the earlier Bid receiving all of its requested capacity and any remaining capacity going to the later bidder. If all Bids are received on the same day, the capacity will be allocated pro rata based upon volumes requested by those Shippers.

Based on the Bids received during the open season, if Questar determines that it will proceed with the expansion, Shippers with the highest value ranking will be notified by July 15, 2004. The Bids will provide the basis for securing the necessary authorizations for construction. Questar will notify the FERC of the planned expansion and upon receipt of all approvals, construction will commence. Questar specifically reserves the right to decline to pursue any project regardless of the terms of the Bids it receives.

CONDITIONAL BIDS

All Bids will be evaluated to determine whether they meet Questar's economic requirements for this project. Questar shall have no obligation to accept Bids from Shippers containing conditions or modifications, which in its sole discretion are unacceptable to Questar. Acceptance of Bids that do not meet Questar’s economic hurdle rates shall be at Questar’s sole discretion.

SOLICITATION OF CAPACITY RELEASE

Questar requests that any Shipper currently holding capacity on its system from Greasewood to the Kanda/Coleman hub, with an expiration date beyond January 1, 2006, notify Questar if they wish to permanently release their capacity. Any party interested in releasing their capacity should notify Questar of the amount, term and any other conditions that would be necessary to implement a release of their capacity. This interest must be expressed to Questar prior to the expiration date of the open season period (June 2, 2004) in order for Questar to consider anticipated capacity releases in the expansion decision. All requests by Shippers to permanently release their capacity shall be subject to Questar's acceptance and to all of the terms of Section 6 of the General Terms and Conditions of Questar Pipeline Company's FERC Gas Tariff, First Revised Volume No. 1.