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

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

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

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount previously paid:

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1.	Elect two directors to serve three-year terms until the 2018 Annual Meeting of Shareholders, and until their successors are duly elected and qualified;

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

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

4.	Vote on a Company proposal to amend the Company’s Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors;

5.	Vote on an advisory shareholder proposal to amend the Company’s Certificate of Incorporation to eliminate all supermajority voting provisions;

6.	Vote on an advisory shareholder proposal regarding quantitative risk management reporting for hydraulic fracturing operations; and

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

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

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

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

4.	FOR the approval of the Company proposal to amend the Company’s Certificate of Incorporation to declassify the Board and provide for annual election of directors;

5.	AGAINST an advisory shareholder proposal to amend the Company’s Certificate of Incorporation to eliminate all supermajority voting provisions; and

6.	AGAINST an advisory shareholder proposal regarding quantitative risk management reporting for hydraulic fracturing operations.

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•	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.

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•	In October 2014, the Board voted to amend the Bylaws to implement majority voting in uncontested director elections;

•	We added new directors during 2014, refreshing the Board's membership, increasing the level of independence and experience, and decreasing the average director tenure;

•	With the addition of new directors and several director retirements, the average tenure of our directors is 3.2 years;

•	The directors elected in 2014 received the support of approximately 97% of voted shares;

•	In the 2014 Say-on-Pay vote, 93% of voting shareholders supported the Company's compensation program; and

•	We are running a Company proposal in this proxy statement to declassify our Board and provide for the annual election of directors.

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

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

•	Approves information sent to the Board;

•	Approves meeting agendas for the Board;

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

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

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

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•

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

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

•	The Company's provision of indemnity for certain environmental and other liabilities, and QEPM’s obligation to indemnify the Company and its subsidiaries for events and conditions associated with the operation of QEPM’s assets that occurred after the closing of the initial public offering of QEPM (QEPM IPO).

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5.	The ownership totals do not include the following owners' long-term cash incentive amounts measured in performance share units (PSUs). The owners held the following numbers of PSUs in the Cash Incentive Plan as of March 10, 2015:

6.	The ownership total excludes 169,907 shares owned by the QEP Resources Educational Foundation (Foundation), a non-profit corporation, as of February 28, 2015. 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.

1.	Based upon its Schedule 13G filed with the SEC on February 11, 2015, as of December 31, 2014, Boston Partners had sole voting power of 11,716,687 shares, shared voting power of 44,550 shares and sole dispositive power of 14,597,993 shares.

2.	Based upon its Schedule 13G/A filed with the SEC on February 10, 2015, as of December 31, 2014, Vanguard had sole voting power of 287,167 shares, sole dispositive power of 13,299,158 shares and shared dispositive power of 274,167 shares.

3.	Based upon its Schedule 13G filed with the SEC on February 12, 2015, as of December 31, 2014, Wellington had shared voting power of 6,733,776 shares and shared dispositive power of 11,726,452 shares.

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4.	Based on its Schedule 13G/A filed with the SEC on February 9, 2015, as of December 31, 2014, Blackrock had sole voting power of 8,342,353 shares, sole dispositive power of 9,848,991 shares and shared voting and dispositive power of 65,696 shares.

5.	Based upon its Schedule 13G filed with the SEC on February 11, 2015, as of December 31, 2014, Invesco had sole voting power of 9,477,302 shares and sole dispositive power of 9,801,224 shares.

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•	Oil and gas exploration and production (QEP Energy)

•	Oil and gas marketing, operation of the Haynesville Gathering System and an underground gas storage facility (QEP Marketing and Other)

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•	Target Pay reflects salary and annual incentive target determined during the noted year by the Compensation Committee based on benchmark data provided by the Compensation Consultant as well as the grant date value of long-term incentives disclosed in the Summary Compensation Table for the designated year.

•

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, 2014 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, 2014, the number of PSUs granted during the designated year multiplied by the QEP stock price as of December 31, 2014, and reflecting the payout level based on QEP's relative TSR performance to date calculated as of December 31, 2014 (90% payout for the 2012 grant, 0% payout for the 2013 grant and 64% payout for the 2014 grant).

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

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

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

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

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

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

•	Conducting an executive compensation program risk assessment;

•	Periodic plan design review and recommendations;

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

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

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1.

For 2014, the Adjusted EBITDA reported in our 2014 Form 10-K of $1,582.7 million was adjusted as follows to determine AIP-Adjusted EBITDA of $1,665.8 million: (a) increased by $38.2 million to eliminate the net effect of changes in commodity prices between the prices used by the Compensation Committee to set plan targets and the prices as of December 31, 2014; (b) increased by $24.1 million to recognize actual Adjusted EBITDA for the month of December 2014 for QEP Field Services Company (as the target assumed 12 months of midstream Adjusted EBITDA and the Midstream Sale occurred on December 2, 2014); and (c) increased $16.5 million to exclude bonuses awarded in connection with the Midstream Sale ($11.8 million) and the implementation of our new ERP System ($4.7 million) and other non-comparable items as determined by our Compensation Committee ($4.3 million). See Appendix A for reconciliation of Adjusted EBITDA to net income.

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•

We targeted a 150% improvement in NMRR in 2014 to encourage employees and contractors to observe and report unplanned events that could have resulted in a loss or injury. These invaluable learning opportunities provide a leading indicator of our safety and environment practices. We exceeded expectations with a 300% increase in NMRR over 2013. While we always strive for zero injuries, our goal in 2014 was a 15% reduction in TRIR over 2013. We achieved a 42% reduction, with 0.65 recordable injuries per 200,000 employee work hours. These are significant results both from a company and industry perspective.

•	Our performance on ERR was below expectations with 1.35 spills or releases per 1MMbbls of product produced, representing a 34% increase over 2013. Additionally, the implementation of our HSE management systems and processes has not progressed as quickly as expected.

•	The Compensation Committee scored the HSE multiplier at 95% (below target) due to the balance of these achievements and concerns.

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•

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 philosophy, the Compensation Committee may also attempt to structure compensation programs to comply with the performance-based compensation exception to Code Section 162(m), or that are otherwise tax-advantageous to us. Currently, only awards under our CIP can be structured in a manner intended to constitute performance-based compensation, although there is no requirement or guarantee that such awards (such as AIP awards or PSUs) will, in fact, qualify as performance-based compensation. Equity incentive awards under our LTSIP will not constitute performance-based compensation, as the LTSIP has not been approved by our shareholders subsequent to the Spin-off in 2010. We note, however, that a significant portion of equity awards to our NEOs under the LTSIP are time-vested restricted stock awards, which, although consistent with our compensation philosophy, would not qualify as performance-based compensation in any event.

•

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

•

Fair Value of Stock-Based Payments – Awards of stock options and 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 operating and financial performance measures;

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

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

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

•	Extended three-year vesting schedules on equity grants;

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

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

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1.	Amounts in column (e) include awards of PSUs granted under the CIP, restricted stock granted under the LTSIP, and, in the case of Mr. Richards, QEPM phantom units granted under the QEPM LTIP, 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 2014:

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 - $3,840,032; Mr. Doleshek - $1,888,022; Mr. Torgerson - $1,280,010; Mr. Woosley - $552,022; Mr. Murr - $440,044; and Mr. Richards - $400,050.

b.	The grant date fair values for the 2014 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.

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c.	The grant date fair values of the awards of QEPM phantom units were determined in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures) by multiplying the number of phantom units by the QEPM unit price on the date of grant.

d.

In connection with Mr. Richards’ termination of employment on December 2, 2014, the Compensation Committee amended the vesting of all unvested PSUs held by Mr. Richards as of that date, which resulted in the modification of 19,416 PSUs covering three different performance periods.  Amount shown in the Performance Share Units column includes (i) the grant date fair value of the 6,302 PSUs for the 2014-2016 performance period, granted on February 13, 2014, based on the probable payout on 100% of the PSUs ($200,025 as of the date of grant); (ii) the fair value of those same 6,302 PSUs and of the 13,114 unvested PSUs for the 2013-2015 and 2012-2014 performance periods, to reflect modifications on December 2, 2014 ($191,841 as of the date of modification), which fair value is based on the probable outcome of the performance conditions as of the date of modification (i.e., probable payout on 58% of the 6,302 PSUs for the 2014-2016 performance period, 0% of the 6,641 PSUs for the 2013-2015 performance period, and 52% of the 6,473 PSUs for the 2012-2014 performance period).

e.

In connection with Mr. Richards’ termination of employment on December 2, 2014, the Compensation Committee amended the vesting of all unvested restricted stock held by Mr. Richards as of that date, which resulted in the modification of the vesting of 11,310 shares of restricted stock. Amounts shown in the Restricted Stock column includes (i) the grant date fair value of the 4,726 shares of restricted stock granted on February 13, 2014 ($150,003 as of the date of grant); (ii) the fair value of those same 4,726 shares of restricted stock and of 6,584 shares of restricted stock previously granted, to reflect the modifications on December 2, 2014 ($240,338 as of the date of modification).

f.	No modifications were made to the QEPM phantom units held by Mr. Richards.

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 Model. The following table includes the assumptions used to calculate the aggregate grant date fair value of option awards reported for 2014, 2013, and 2012:

3.	Amounts in column (g) reflect the annual cash incentive awards under our CIP for 2014 that were determined by the Compensation Committee and paid out on March 2, 2015.

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 2014 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. The amount for Mr. Richards is shown as zero, because the present value of his benefits under the plans decreased from last year by $387,714, as further explained in Footnotes 3 and 5 to the 2014 Pension Benefits Table. 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.

All Other Compensation amounts 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 2014 Nonqualified Deferred Compensation table. No amounts were included for perks and personal benefits, as the aggregate value of perks and personal benefits for each executive was less than $10,000. In addition, the amount for Mr. Richards includes an estimated $388,600 to be paid on September 10, 2015 (when Mr. Richards reaches age 55) to compensate him for a benefit reduction under the SERP as result of his termination and early commencement of benefits. See “2014 Pension Benefits Table.”

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:

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7.	As a result of the Midstream Sale, Messrs. Stanley and Doleshek forfeited 6,667 unvested QEPM phantom units and 5,000 unvested QEPM phantom units, respectively, which had been awarded in 2013.

8.	Amount excludes $39,469 of accrued and unused paid time off, which Tesoro has agreed to assume the obligation to pay in connection with the Midstream Sale.

9.	Amount represents a retention bonus for continued employment with QEP through the closing of the Midstream Sale.

10.

In connection with Mr. Richards’ termination of employment on December 2, 2014, the Compensation Committee amended the vesting of all unvested PSUs and restricted stock held by Mr. Richards as of that date, which resulted in the modification of 19,416 PSUs covering three different performance periods and the vesting of 11,310 shares of restricted stock. Amounts shown in the Stock Awards column includes (i) the grant date fair value of the 6,302 PSUs for the 2014-2016 performance period, granted on February 13, 2014, based on the probable payout on 100% of the PSUs ($200,025 as of the date of grant); (ii) the fair value of those same 6,302 PSUs and of the 13,114 unvested PSUs for the 2013-2015 and 2012-2014 performance periods, to reflect modifications on December 2, 2014 ($191,841 as of the date of modification), which fair value is based on the probable outcome of the performance conditions as of the date of modification (i.e., probable payout on 58% of the 6,302 PSUs for the 2014-2016 performance period, 0% of the 6,641 PSUs for the 2013-2015 performance period, and 52% of the 6,473 PSUs for the 2012-2014 performance period); (iii) the grant date fair value of the 4,726 shares of restricted stock granted on February 13, 2014 ($150,003 as of the date of grant); (iv) the fair value of those same 4,726 shares of restricted stock and of 6,584 shares of restricted stock previously granted, to reflect the modifications on December 2, 2014 ($240,338 as of the date of modification). No modifications were made to the 3,778 QEPM phantom units held by Mr. Richards.

11.

In connection with Mr. Richards’ termination of employment on December 2, 2014, the Compensation Committee accelerated the vesting of options to purchase 22,140 shares of common stock, which represented all unvested options held by Mr. Richards as of that date. The amendment of the options requires the presentation of the fair value of the modified options on December 2, 2014, as “new” grants in this table. Accordingly, amount shown in the Option Awards column includes the grant date fair value of the option granted February 13, 2014 to purchase 9,083 shares of common stock, as well as the fair value of that same award together with previously granted options to purchase 13,057 shares of common stock, as modified pursuant to Mr. Richards’ termination. The assumptions used to calculate the aggregate grant date fair value of option awards modified for Mr. Richards on December 2, 2014 were as follows:

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1.	The amounts included in these columns reflect estimated future cash payouts under the annual incentive program of our CIP based on actual base salaries for 2014. If threshold levels of performance are not met, then actual payout could be zero. Actual incentive payouts earned in 2014 are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

2.	This row represents the range of the number of PSUs that may be earned with respect to PSUs granted pursuant to our CIP in 2014. 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 could be zero.

3.	This row shows options granted pursuant to our LTSIP during 2014.

4.	This row shows grants of restricted stock pursuant to our LTSIP during 2014.

5.	Except as noted in Footnote 8, the exercise price represents the closing price per share of QEP common stock on grant date.

6.	This row reflects QEPM phantom units received by Mr. Richards.

7.	As noted in Footnotes 1, 9, 10 and 11 Summary Compensation Table, the Compensation Committee amended the terms of Mr. Richards' (i) performance share unit agreements under the CIP to modify the vesting of all unvested PSUs, resulting in the vesting of an additional 7,022 PSUs, (ii) restricted stock agreements under the LTSIP to accelerate the vesting of 11,310 shares of restricted stock, and

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8.	The exercise price represents the closing price per share of QEP common stock on the original grant date. The exercise price was not modified when the stock option was accelerated in connection with Mr. Richard's termination of employment.

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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, 2015.

3.	50% of these shares vested on March 5, 2015 and 50% will vest on March 5, 2016.

4.	33.3% of these shares vested on March 5, 2015; 33.3% will vest on March 5, 2016; and 33.3% will vest on March 5, 2017.

5.	50% of these shares will vest on September 5, 2015 and 50% will vest on September 5, 2016.

6.	Shares will vest on September 5, 2015.

7.

Shares will vest on December 31, 2015 (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, 2015.

8.

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.

9.	QEPM phantom units are valued using the closing market price of QEPM units on December 31, 2014.

10.	The vesting of stock options to purchase 22,140 shares of common stock was accelerated upon Mr. Richards’ termination of employment. Therefore, all of Mr. Richards’ stock options are fully exercisable. In addition, the term of the options was amended to provide that all vested options retain their original expiration date.

1.	This table does not reflect 2014 exercises of stock options to purchase Questar common stock.

2.

Amounts shown in these columns reflect restricted stock awards that vested during 2014 and payouts of PSUs for the 2012-2014 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, the values realized on vesting of the QEPM units are calculated based on the closing price per share of QEPM common units on the vesting date multiplied by the number of units 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 (generally 90% of PSUs granted in 2012), pursuant to the terms of the PSU awards. Values are as follows:

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a.

Upon his separation of service due to the sale of our midstream business, Mr. Richards' 2012, 2013, and 2014 PSUs were accelerated and paid out in cash effective December 4, 2014 as follows: 52% of 2012 PSUs (3,366 of 6,473 shares at $27.32 per share, totaling $91,959); 0% of 2013 PSUs (0 of 6,641 shares totaling $0); and 58% of 2014 PSUs (3,656 of 6,302 shares at $27.32 per share, totaling $99,882.

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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 except Mr. Richards 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) January 1, 2014. 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 except Mr. Richards:

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(a)	Discount rate used as of 12/31/13 was 3.8% for all cases under both the Pension Plan and the SERP.

(b)	Mortality Table used as of 12/31/13 for both the Pension Plan and the SERP was the RP-2000 Mortality Table for annuitants with no collar adjustment and with projection using Scale AA.

(c)	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.

5.

The special retirement factors under the 2014 amendment to the Pension Plan do not fully equalize benefits under the SERP unless and until a participant reaches age 60. Mr. Richards did not get the full intended benefit of the special retirement factors under the SERP, as the closing of the Midstream Sale caused him to separate at age 54 and to receive SERP benefits at age 55. Mr. Richards, along with all other similarly situated SERP participants, was awarded a payment from the Company outside of the SERP to compensate him for not receiving the intended benefit under the SERP. Mr. Richards’ payment is approximately $388,600, is payable when he reaches age 55 on September 10, 2015, and is reflected in the “All Other Compensation” column of the Summary Compensation Table.

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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 treated as if contributed to the 401(k) Plan and receives the applicable employer match provided for in the 401(k) Plan. For those who do participate in our closed pension plan, the contribution and match amount is 6%.

2.	In 2014, Messrs. Stanley, Doleshek, Torgerson, Woosley, Murr and Richards 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 (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;

•	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

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(ii)

The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of June 30, 2010, constitute the Company’s Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on June 30, 2010, or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)

The Company’s shareholders approve a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

(iv)

The Company’s shareholders approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by the shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. A change in control, however, shall not be considered to have occurred until all conditions precedent to the transaction, including but not limited to, all required regulatory approvals have been obtained.

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

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

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

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

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

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

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

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

•	Accelerated vesting of all outstanding long-term incentive 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 long-term incentive award relative to the long-term incentive award granted in February 2013, unless applied consistently to similarly situated executive officers; and

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

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

2.	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.

3.	Upon any triggering event, each of Messrs. Stanley, Doleshek and Richards is 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 “2014 Pension Benefits Table” and the “Nonqualified Deferred Compensation Wrap Plan” for an estimated value of such benefits.

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

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

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6.

Upon Mr. Richards' termination of employment in connection with the Midstream Sale, he received a cash retention bonus in the amount of $200,000 and retained $39,469 in accrued Paid Time Off. The obligation to pay Mr. Richards' Paid Time Off was assumed by Tesoro pursuant to the Midstream Sale. In addition, the amount for Mr. Richards includes an estimated $388,600 to be paid on September 10, 2015 (when Mr. Richards reaches age 55) to compensate him for a benefit reduction under the SERP as a result of his termination and early commencement of benefits. See “2014 Pension Benefits Table.”

7.	The Compensation Committee accelerated the vesting of Mr. Richards' unvested restricted stock and stock option awards; additionally, his option awards were amended to retain their original expiration date.

8.

The Compensation Committee also accelerated the vesting of his unvested PSUs, and, based on TSR performance from the beginning of the respective performance periods through the closing of the Midstream Sale on December 2, 2014, the payout on Mr. Richard’s PSUs was as follows: 52% of 2012 PSUs (3,366 of 6,473 shares at $27.32 per share, totaling $91,959); 0% of 2013 PSUs (0 of 6,641 shares totaling $0); and 58% of 2014 PSUs (3,656 of 6,302 shares at $27.32 per share, totaling $99,882).

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1.	Certain directors deferred director fees under the Director Deferred Compensation Plan as follows: Dill, $70,000; Flury, $70,000; McKee, $70,000; 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 times the QEP stock price on the date of grant. On February 13, 2014, all independent directors of QEP as of such date (i.e., all independent directors other than Mr. Thacker, who had not yet joined the Board) received a grant of QEP restricted stock (which vests in one year) or deferred such grant and received phantom stock. Mr. Thacker received a grant on March 3, 2014 when he joined the Board. Directors had the following aggregate stock awards or phantom stock outstanding as of December 31, 2014:

3.	No director other than Mr. Rattie had outstanding stock options (vested or unvested).

4.	In 2014, 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.

5.	Mr. O’Connor resigned from the Board on January 6, 2015. In connection with his resignation, the Board accelerated the vesting of his 6,302 shares of unvested restricted stock.

6.

Mr. Rattie resigned from the Board effective February 12, 2014. Upon his resignation, we paid him $404,836, of which $393,169 was deferred compensation and $11,667 was a prorated portion of his annual board retainer, and we issued him 34,421 shares of QEP common stock with respect to vested RSUs. As of December 31, 2014, Mr. Rattie held vested options to purchase 382,174 shares of QEP common stock.

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.

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2.

Audit-related fees for 2014 relate to the historical audits of QEP Field Services Company for the registration statement on Form 10. QEPM audit-related fees were $305,000 for 2014 and are not included in the table above. These QEPM audit-related fees are for the audit of historical financials of Green Rivers Processing, LLC, ("Green River") in connection with QEPM's acquisition of a 40 percent membership interest in Green River. In 2013, the audit-related fees included in the table are for the audits of QEPM predecessor 2011 and 2012 financial statements as well as reviews in connection with the QEPM IPO in August 2013.

3.	Tax fees relate to tax planning 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.

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•	Our fracture stimulation fluid is typically comprised of over 99% water and sand. The remaining fluid consists of chemical additives that optimize placement and production from the reservoir. We do not use diesel fuel as an additive in any of our hydraulic fracture stimulation fluids.

•	We obtain water for fracture stimulation from a variety of sources including industrial water wells and surface water sources. When feasible, we recycle flow-back and produced water, which reduces water consumption from surface and groundwater sources and produced water disposal volumes.

•	In Wyoming’s Green River Basin on the Pinedale Anticline - an area that represented 37% of QEP’s year-end 2014 proved reserves - nearly all (99%) of our fracture stimulation water is recycled flow-back and produced water.

•	Our practices to safeguard ground and surface water include:

◦	Well construction techniques that provide multiple casing and cement barriers;

◦	Installing back flow prevention devices on all active water supply wells;

◦	Locking all inactive water wells to prevent unauthorized use or access;

◦	Conducting baseline sampling of all new water wells;

◦	Using hydrocarbon-free lubricants in water supply well construction; and

◦	Minimizing the use of freshwater through reuse and recycling.

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•

We report emissions through the EPA’s Greenhouse Gas Reporting Program, and utilize reduced-emission completions, known as green completion technology, on wells to promote cleaner air and improve operational efficiencies. These completions capture methane during the initial phase of flow back from the hydraulic fracturing operations, thereby minimizing flaring, reducing emissions and allowing us to sell more gas.

•	Efficiency improvements in the drilling and completion process can also significantly reduce emissions. When a rig is capable of drilling wells faster and more efficiently, we experience a decrease in total field (life of project) and per-well emissions. Efficiency in completion operations provides the same emission reductions benefit.

•	Wherever possible, we transport produced water by pipeline to reduce truck traffic and emissions.

•	In 2014, 82% of our wells were drilled on multi-well pads; and

•	The combination of pad drilling and our ability to drill extended reach horizontal wells has reduced our surface footprint by as much as 87% when compared to conventional vertical development drilling methods.

•	The Interstate Oil and Gas Compact Commission Chairman’s Stewardship Award Winner: 2007, 2012, 2014;

•	Earth Day Award- Utah Division of Oil, Gas and Mining: 2005, 2010, 2013;

•	Oil & Gas Investor Magazine- Best Corporate Citizen: 2006;

•	Environmental Achievement Awards- U.S. EPA: 2005; and

•	Wildlife Stewardship Award - Wyoming Game & Fish Department: 2005.

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•	Pad drilling and subsurface wellheads to minimize surface disturbance;

•	Drilling rigs equipped with low-emission engines and catalytic emission controls;

•	Natural gas instead of diesel to heat the drilling rigs in the winter months;

•	Green completions, including 99% flare-less completions and low-emission engines on all fracturing trucks;

•	Centralized liquids gathering systems that have eliminated hundreds of thousands of tanker trips;

•	Low emission engines and turbines on compressors; and

•	Wildlife monitoring, sage brush enhancements and offset habitat protection/mitigation.

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1	Excludes noncontrolling interest's share of $1.5 million and $0.4 million during the years ended December 31, 2014, and 2013, respectively, of interest expense attributable to QEP Midstream.

2	Excludes noncontrolling interests' share of $14.6 million and $6.8 million during the years ended December 31, 2014 and 2013, respectively, of depreciation, depletion and amortization attributable to Rendezvous Gas Services, L.L.C and QEP Midstream.

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•	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.

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•

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.

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