FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF
QEP RESOURCES, INC.
Adopted as of January 11, 2019
Effective as of January 11, 2019, the Amended and Restated Bylaws (the Bylaws) of QEP Resources, Inc.
(the Company), dated October 23, 2017, shall be amended as follows:
1. Section 2.6(A)(2) of
the Bylaws is hereby amended by adding the following sentence to the end of Section 2.6(A)(2):
Notwithstanding anything to the
foregoing, with respect to the Companys 2019 Annual Meeting, to be timely, a stockholders notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not later than the close of
business on March 14, 2019.