8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  February 22, 2007

QWEST COMMUNICATIONS INTERNATIONAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15577	84-1339282
(Commission File Number)	(IRS Employer Identification No.)
1801 California Street, Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

(303) 992-1400
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(b), (c) and (e). Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2007, Oren G. Shaffer announced his decision to resign as Vice Chairman and Chief Financial Officer of Qwest Communications International Inc. (“Qwest” or the “Company” or “we” or “us” or “our”) effective as of April 1, 2007.  On February 27, 2007, our Board of Directors (the “Board”) appointed John W. Richardson as our Executive Vice President and Chief Financial Officer effective as of the effective time of Mr. Shaffer’s resignation.  Mr. Richardson, 61, has served as our Controller and Senior Vice President since April 2003 and was designated our chief accounting officer in April 2004. He will continue to serve as our chief accounting officer along with his new duties.  From October 2002 to April 2003, Mr. Richardson was an independent consultant. From 1967 to October 2002, Mr. Richardson held various financial positions at the Goodyear Tire & Rubber Company, a tire manufacturer, including most recently Vice President of Finance for the North American tire business unit. Mr. Richardson currently serves as a director of Ashworth, Inc.  Mr. Richardson received his B.B.A. degree from Ohio University.  A copy of the press release announcing Mr. Shaffer’s resignation and Mr. Richardson’s appointment is attached hereto as Exhibit 99.1.

On February 22, 2007, the Compensation and Human Resources Committee (the “Committee”) of our Board took the following actions:

·The Committee approved the specific performance targets to be used under the 2007 Qwest Management Bonus Plan (the “Bonus Plan”).  The Committee approved the basic structure of the Bonus Plan in December 2006.  As previously reported, our Chairman and Chief Executive Officer (Richard C. Notebaert), our current Vice Chairman and Chief Financial Officer (Oren G. Shaffer) and our other named executive officers (Barry K. Allen, Richard N. Baer and Paula Kruger) are eligible to participate in the Bonus Plan. Under the Bonus Plan, bonus payments are calculated using bonus target percentages (expressed as a percentage of base salary) and are adjusted based on a combination of corporate, business unit and individual performance.  Bonus target percentages are: 200% for Mr. Notebaert; 150% for Messrs. Shaffer, Allen and Baer; and 100% for Ms. Kruger.  These amounts may be further adjusted by 0% to 150% for corporate and business unit performance and by 0% to 150% for individual performance. Corporate and business unit performance are determined by a weighted average of a combination of measures, which may include revenue, operating margin, net income, cash flow, and imperatives depending on the department in which the executive works.  Individual performance is determined by an evaluation by the supervising manager, or by the Board in the case of Mr. Notebaert, of overall executive performance compared to established performance objectives and behaviors exhibited by the executive compared to our Qwest brand attributes and values.  At present, it is expected that the payments, if any, to our executives under the Bonus Plan will be made in the first quarter of 2008.  We filed a summary of the Bonus Plan as an exhibit to our Current Report on Form 8-K dated December 18, 2006.

·The Committee approved an agreement (the “Agreement”) under which we will grant the following equity awards (the “Awards”) to Mr. Notebaert on March 5, 2007: (i) a non-qualified option to purchase 1,013,000 shares of our common stock at an exercise price equal to the closing market price of our common stock on that date; and (ii) a restricted stock award equal to $3,850,000 divided by the closing market price of our common stock on that date (rounded to the nearest 1,000 shares). Each of the Awards will be granted under our Equity Incentive Plan and will vest generally as follows:

·The Awards will fully vest on March 5, 2010 if Mr. Notebaert is employed by us on that date and if at any time after March 5, 2007 the average closing price of our common stock equals or exceeds the then applicable Share Price Target for any period of 90 consecutive trading days beginning on or after March 5, 2007.  The “Share Price Target” is originally $10.50 and will be adjusted downward for any dividends paid on our common stock and adjusted appropriately for any capital structure changes.  In addition, the Awards will fully vest prior to March 5, 2010 upon death, disability, termination for constructive discharge or termination without cause if the average closing price of our common stock equals or exceeds the then applicable Share Price Target for a period of 22 or more consecutive trading days during the 30 consecutive trading days immediately prior to the date of death, disability, termination for constructive discharge or termination without cause.

·The Awards will fully vest prior to March 5, 2010 upon the closing of a merger, consolidation, asset sale, or similar transaction in which Qwest is not the surviving entity or in which Qwest is the surviving entity and Mr. Notebaert is not offered a comparable position and compensation package.

To the extent not previously vested, the Awards will be immediately forfeited upon the earlier of a termination of employment for any reason whatsoever (unless the termination results in full vesting of the Awards in accordance with the Agreement) or March 5, 2010.

·The Committee approved an amendment to Mr. Notebaert’s employment agreement (the “Amendment”). The Amendment provides that, among other things: (i) future annual option awards to which he is entitled under the employment agreement will vest as determined by the Committee at the time of grant; and (ii)

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except as otherwise determined by the Committee at the time of grant, all equity awards issued to Mr. Notebaert will fully vest on the earlier of a change in control or Mr. Notebaert’s termination of employment by reason of death, disability, termination by us without cause, constructive discharge or in the event we do not renew his employment agreement.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the text of the Agreement and the Amendment, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 10.1	Agreement, dated as of February 26, 2007, by and between Richard C. Notebaert and Qwest Communications International Inc.
Exhibit 10.2	Amendment to Amended and Restated Employment Agreement, dated as of February 26, 2007, by and between Richard C. Notebaert and Qwest Services Corporation
Exhibit 99.1	Press Release dated February 28, 2007

Forward Looking Statements Warning

This filing may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives, among others; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the current investigation by the U.S. Attorney’s office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are or were the subject of governmental investigations; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the effects of consolidation in our industry; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; and our ability to utilize net operating losses in projected amounts.

The information contained in this filing is a statement of Qwest’s present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest’s assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest’s assumptions or otherwise. The cautionary statements contained or referred to in this filing should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This filing may include analysts’ estimates and other information prepared by third parties for which Qwest assumes no responsibility.

Qwest undertakes no obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements and other statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

By including any information in this filing, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE:	February 28, 2007	By:	/s/ STEPHEN E. BRILZ
		Name:	Stephen E. Brilz
		Title:	Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Agreement, dated as of February 26, 2007, by and between Richard C. Notebaert and Qwest Communications International Inc.
Exhibit 10.2	Amendment to Amended and Restated Employment Agreement, dated as of February 26, 2007, by and between Richard C. Notebaert and Qwest Services Corporation
Exhibit 99.1	Press Release dated February 28, 2007

EX-10.1

Exhibit 10.1

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into on February 26, 2007, by and between
Richard C. Notebaert (the “Executive”) and Qwest Communications International Inc., a Delaware corporation (together with its wholly owned subsidiaries, the “Company”).

WITNESSETH THAT:

WHEREAS, the Executive and the Company have previously entered into that certain Employment Agreement dated May 14, 2003, as restated on August 19, 2004 and amended on October 21, 2005, December 16, 2005, February 16, 2006 and February 26, 2007 (the “Employment Agreement”), pertaining to the employment of the Executive by the Company; and

WHEREAS, the parties desire to provide for the grant of certain non-qualified stock options and shares of restricted stock to the Executive as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Executive and the Company as follows:

1.             Stock Option and Restricted Stock Award.  The Executive shall be granted options under the Qwest Communications International Inc. Equity Incentive Plan, as amended (the “Plan”), to acquire shares of the common stock (“Common Stock”) of Qwest Communications International Inc. (“QCII”) and restricted shares of Common Stock under the Plan, in accordance with the following:

                (a)           On March 5, 2007 (the “Grant Date”), the Executive shall be granted non-qualified options to acquire 1,013,000 shares of Common Stock (the “Option Award”).  Each option shall have a ten year term commencing on the applicable Grant Date, subject to vesting or earlier forfeiture as provided in subparagraphs (d) and (e) below.

                (b)           The option price (“Option Price”) with respect to the 1,013,000 share option granted on the Grant Date is the closing price per share of the Common Stock reported on the New York Stock Exchange, or such other national stock exchange on which the Common Stock may then be listed and which constitutes the principal market for the Common Stock, on March 5, 2007.  Upon the exercise of any such options, the Option Price with respect thereto shall be paid in accordance with the terms and conditions of the Plan.

(c)           On the Grant Date, the Executive shall be granted shares of restricted Common Stock (the “Restricted Stock Award”) having an approximate value of $3,850,000 subject to vesting or forfeiture as provided in subparagraphs (d) and (e) below. The number of shares of restricted Common Stock granted pursuant to this Agreement shall be determined on the Grant Date by dividing the dollar value above by the closing price per share of the Common Stock reported on the New York Stock Exchange, or such other national stock exchange on which the Common Stock may then be listed and which constitutes the principal market for the Common Stock, on March 5, 2007, then rounding to the nearest 1,000 shares.

                (d)           The Option Award and the Restricted Stock Award shall vest and the Option Award shall become exercisable on March 5, 2010, if Executive is employed by the Company on such date and, at any time following the Grant Date, the average closing price for the Common Stock reported on the New York Stock Exchange, or such other national stock exchange on which the Common Stock may then be listed and which constitutes the principal market for the Common Stock (the “Closing Price”), shall have equaled or exceeded the then applicable Share Price Target, as defined in the following

sentence, for any period of 90 consecutive trading days that begins on or following the Grant Date.  The “Share Price Target” shall be (i) $10.50 or (ii) following the declaration and payment of one or more dividends on the Common Stock, $10.50 less the aggregate per share amount of any dividends so declared and paid.  If a period of consecutive trading days occurs prior to the declaration and payment of a dividend on the Common Stock, during which the average Closing Price equals or exceeds the Share Price Target (prior to such payment of a dividend), such period of consecutive trading days shall be added to any subsequent period of consecutive trading days during which the average Closing Price equals or exceeds the then applicable Share Price Target for purposes of determining whether the requirement of 90 consecutive trading days with an average Closing Price at or above the Share Price Target has been satisfied.  In the event that there is any change in the Common Stock by reason of any stock dividend, stock split, combination of shares, or like change in the capital structure of the Company, the Share Price Target shall be appropriately adjusted at the time of such event to take into account the impact of such change in capital structure.

                (e)           The Option Award and the Restricted Stock Award shall vest, and the Option Award shall become exercisable prior to March 5, 2010, under the following circumstances:

                (i)            If the Executive dies, becomes Disabled, terminates his employment by reason of Constructive Discharge (as defined below), which shall be treated for all purposes of this Agreement as a termination by the Company without Cause, or is terminated by the Company without Cause, during the three year period following the Grant Date, the Restricted Stock Award and the Option Award shall fully vest, and the Option Award shall become exercisable on the date the Executive dies, becomes Disabled or is terminated by the Company without Cause, if at the time of such death, Disability, or termination by the Company without Cause the average Closing Price for a period of 22 or more consecutive trading days during the 30 consecutive trading days immediately prior to the date of death, Disability or termination by the Company without Cause shall have equaled or exceeded the then applicable Share Price Target. If the Executive dies, becomes Disabled or is terminated by the Company without Cause and the provisions of this subparagraph have been satisfied at the time of such event, the Restricted Stock Award and the Option Award shall fully vest, and the Option Award shall become exercisable, on the date of the Executive’s death, Disability or termination by the Company without Cause, or

                (ii)           If both of the following conditions ((A) and (B)) have been satisfied prior to the third anniversary of the Grant Date, the Restricted Stock Award and the Option Award shall fully vest, and the Option Award shall become exercisable, on the date specified in the immediately following sentence: (A) the approval by a majority of the Incumbent Board (as defined below) of either

                                (1)           a merger, consolidation, reorganization or sale of QCII, or substantially all of its assets in which QCII is not the surviving entity and which results in all of the stockholders of QCII immediately prior to the closing of such transaction receiving cash, marketable securities or a combination of both in exchange for all of their shares of QCII; or

                                (2)           any other merger, consolidation, reorganization, sale of QCII or its assets, or a transaction in which shares of QCII or cash, or a combination of both, are issued for the acquisition of another company or assets, where the Executive is not offered the continued position of Chairman and CEO of QCII, or if QCII is not the surviving company, the position of Chairman and CEO of the surviving company in such transaction, with the Executive having substantially the same or greater authority, power, responsibility and duties as those contemplated by Sections 1 and 2 of the Employment

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Agreement and with the same or greater Base Salary and Annual Bonus target and other elements of compensation to which he is entitled under Section 4 of the Employment Agreement at the time of the transaction;

and (B) the closing and consummation of such a transaction.  Upon the closing and consummation of a transaction described in clause (A)(1) or (A)(2) (but, in the event of the closing and consummation of a transaction described in (A)(2), only if the Executive has not been offered the position of Chairman and CEO on the terms described in that clause), the Restricted Stock Award and the Option Award shall fully vest, and the Option Award shall become exercisable on the date of the closing and consummation of such transaction.  If the Executive dies, becomes Disabled or is terminated by the Company without Cause after the Incumbent Board has approved such a transaction but before the closing and consummation of such transaction, and the Restricted Stock Award and the Option Award otherwise would have vested upon closing under this subparagraph (e)(ii) if the Executive had not died, become Disabled or been terminated without Cause, then the Restricted Stock Award and the Option Award shall fully vest, and the Option Award shall become exercisable, upon the closing and consummation of such transaction.

                (f)            Except as otherwise provided in subparagraph (e)(ii) above, unless the termination of the Executive’s employment results in full vesting of the Option Award and Restricted Stock Award in accordance with subparagraphs (e)(i) or (ii) above, the Option Award and the Restricted Stock Award shall be immediately forfeited in the event of a termination of the Executive’s employment for any reason whatsoever, including but not limited to death, voluntary resignation, termination by the Company, or otherwise.  If not previously vested, the Option Award and the Restricted Stock Award shall be forfeited on the third anniversary of the Grant Date.

(g)           In the event that the Executive resigns from the employ of the Company (other than pursuant to a Constructive Discharge (as defined below) or by reason of a Disability, as defined below)) prior to January 1, 2008, or is terminated by the Company for Cause (as defined below), any vested option or unexercised portion thereof granted under subparagraph (a) above may be exercised, to the extent such option would have been exercisable by the Executive on the date on which the Executive ceased to be an employee, within three months of such date, but in no event later than the date of expiration of the term of the option.  In the event of a termination of the Executive’s employment by the Company without Cause or by the Executive by reason of a Constructive Discharge or in the event that the Company does not renew the Employment Agreement in accordance with the provisions of subparagraph 1(a) thereof, any such vested option shall be exercisable for six (6) years following such date of termination of employment, but in no event later than the expiration of the term of the option.  In the event of termination of employment due to death or Disability of the Executive while an employee of the Company or in the event of death within not more than three months after the date on which the Executive ceases to be an employee, any such vested option or unexercised portion thereof may be exercised, to the extent exercisable at the date on which the Executive ceased to be an employee, by the Executive or the Executive’s personal representatives, heirs or legatees at any time prior to six (6) years after the date on which the Executive ceased to be an employee, but in no event later than the date of the expiration of the term of the option, and only to the extent that under Section 409A of the Internal Revenue Code of 1986, as amended, this extension of time to exercise would not be viewed as a deferral of compensation.

(h)           In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of QCII, any reorganization (whether or not such reorganization comes with the definition of such term in Section 368 of the Internal Revenue Code) or any partial or complete

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liquidation of QCII, the number and class of shares subject to options awarded in accordance with subparagraph (a) above, and the Option Price for such options under subparagraph (b) above, shall be adjusted in accordance with the provisions of the Plan to prevent dilution of the Executive’s rights.

(i)            Options or restricted shares of Common Stock granted in accordance with subparagraph (a) above may be transferred by the Executive to the Executive’s spouse, children or grandchildren (“Immediate Family Members”) or to a trust or trusts for the exclusive benefit of such Immediate Family Members or to a partnership in which such Immediate Family Members are the only partners.

(j)            The Company shall take all steps necessary or desirable to register the shares subject to the foregoing Option Award and the Restricted Stock Award under the Securities Act of 1933, as amended, on a Form S-8 or other appropriate form and to list such shares on the New York Stock Exchange.

(k)           Upon the vesting of any portion of the Restricted Stock Award or the exercise of any portion of the Option Award (other than a cashless exercise involving a same-day sale), the Company shall withhold a number of shares of Common Stock subject to such award having a value equal to the minimum amount required to be withheld under applicable federal, state and local income tax laws (collectively, “Withholding Taxes”).  The value of shares of Common Stock to be withheld shall be based on the closing price of such shares on the date the amount of Withholding Taxes is determined.

2.             Definitions.

(a)           “Cause” shall mean:

(i)            The Executive is convicted of a felony or any crime involving moral turpitude; or

(ii)           A reasonable determination by directors comprising two-thirds of the entire Board of Directors of the Company (the “Board”), after giving the Executive notice and an opportunity to be heard, that (A) the Executive has willfully and continuously failed to perform substantially his duties as contemplated by Section 2 of the Employment Agreement (other than such failure resulting from incapacity due to physical or mental illness), after a written demand for corrected performance is delivered to the Executive by the Board which specifically identifies the manners in which the Board believes the Executive has not substantially performed his duties or (B) the Executive has engaged in gross neglect or gross misconduct, resulting in material harm to the Company.

(b)           “Constructive Discharge” shall mean the occurrence of any of the following circumstances:

(i)            A reduction by the Company in the Executive’s “Base Salary” or “Annual Bonus target” (as defined in the Employment Agreement) to an amount that is less than required under Section 4 of the Employment Agreement or the Company’s failure to provide the other elements of compensation set forth in Section 4 of the Employment Agreement;

(ii)           The removal of the Executive from the position of Chairman and Chief Executive Officer or the failure of the Executive to be nominated or reelected to the Company’s Board of Directors;

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(iii)          Any action by the Company which results in significant diminution in the Executive’s authority, power, responsibilities or duties from those contemplated by Sections 1 and 2 of the Employment Agreement, or the assignment to the Executive without his written consent of any duties inconsistent with the Executive’s position and status as Chairman and Chief Executive Officer of the Company as contemplated by Sections 1 and 2 of the Employment Agreement, which action or assignment continues after written notice thereof and a reasonable opportunity to cure of not less than fifteen (15) days has been given by the Executive to the Company;

(iv)          The failure of the Company to obtain a satisfactory agreement from any successor, assignee, or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder in accordance with the requirements of Section 13 of the Employment Agreement, unless such liabilities, obligations and duties of the Company are automatically assumed by any such successor, assignee or transferee by operation of law; or

(v)           Any other breach by the Company of any of its material obligations to the Executive under the Employment Agreement or this Agreement, which breach continues after written notice thereof and a reasonable opportunity to cure of not less than thirty (30) days has been given by the Executive to the Company.

(c)           “Disability” means that the Executive is disabled within the meaning of the Company’s long-term disability policy or, if there is no such policy in effect, that (i) the Executive has been substantially unable, for 120 business days within a period of 180 consecutive business days, to perform the Executive’s duties under the Employment Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected by the Company or its insurers, and reasonably acceptable to the Executive or the Executive’s legal representative, has determined that the Executive is disabled.  A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Time”), unless the Executive returns to full-time performance of the Executive’s duties before the Disability Effective Time.

(d)           “Incumbent Board” shall have the meaning given to such term in subparagraph 6(d)(vi)(B) of the Employment Agreement.

3.             Assignability, Binding Nature.  Except as otherwise provided in this Section, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns.  No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or a matter of law.  The Company further agrees that, in the event of a merger or consolidation in which the Company is not the continuing entity or a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally can in order to cause the successor, assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder.  No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights with respect to options that may be transferred in accordance with subparagraph 1(i) of this Agreement.

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4.             Amendment.  This Agreement may be amended or canceled only by mutual agreement of the parties in writing without the consent of any other person.  So long as the Executive lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereto except that in the event of the Executive’s Disability so as to render him incapable of such action, his legal representative may be substituted for purposes of such amendment.

5.             Applicable Law.  The provisions of this Agreement shall be construed in accordance with the internal laws of the State of Colorado, without regard to the conflict of law provisions of any state.

6.             Severability.  The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent such provision cannot be appropriately reformed or modified).

7.             Waiver of Breach.  No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provisions and conditions at the same or any prior or subsequent time.  The failure of any party hereto to take any action by reason of such breach will not deprive such party of the right to take action at any time while such breach continues.

8.             Notices.  Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile, or prepaid overnight courier to the parties at the facsimile phone numbers or addresses set forth below (or such other addresses or facsimile numbers as shall be specified by the parties by like notice):

to the Company:

	Qwest Communications International Inc.
	1801 California Street, Suite 5200
	Denver, Colorado 80202
	Attn: Chairman of the Executive Committee of the Board of Directors; and
	General Counsel
	Facsimile: (303) 296-2782
or to the Executive:
	at the address and facsimile number maintained in the Company’s
	business records
with a copy to:

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Mayer, Brown, Rowe & Maw

190 South LaSalle Street

Chicago, Illinois  60603-3441

Attention:  Herbert W. Krueger

Facsimile:  (312) 706-9122

Each party, by written notice furnished to the other party, may modify the applicable delivery address, except that notice of change of address shall be effective only upon receipt.  Such notices, demands, claims and other communications shall be deemed given in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; or in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; or, in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone, or otherwise; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received.

9.             Arbitration of Disputes and Reimbursement of Legal Costs.  Any controversy or claim arising out of or relating to this Agreement (or the breach thereof) shall be settled by final, binding and non-appealable arbitration in Denver, Colorado.  Company and Executive shall use good faith efforts to agree upon a single arbitrator.  If Company and Executive are unable to agree upon a single arbitrator, the arbitration shall be conducted by three arbitrators.  Subject to the following provisions, the arbitration shall be conducted in accordance with the rules of the American Arbitration Association (the “Association”) then in effect.  If three arbitrators are used, one of the arbitrators shall be appointed by the Company, one shall be appointed by the Executive and the third shall be appointed by the first two arbitrators.  If the first two arbitrators cannot agree on the third arbitrator within 30 days of the appointment of the second arbitrator, then the third arbitrator shall be appointed by the Association and shall be experienced in the resolution of disputes under employment agreements for CEOs of major corporations.  Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction.  This arbitration provision shall be specifically enforceable.  The arbitrators shall have no authority to modify any provision of this Agreement except as necessary to construe, reform or modify this Agreement to resolve a provision which is invalid or unenforceable.  Other than as set forth herein, the arbitrators shall have no authority to add to, detract from, change, amend or modify existing law, or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement, unless required by law.  If the Executive prevails on any material issue which is the subject of such arbitration or lawsuit, the Company shall be responsible for all of the fees of the American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration (including the Company’s and the Executive’s reasonable attorneys’ fees and expenses), which fees and expenses shall be paid no later than the fifteenth day of the third month of the calendar year following the calendar year in which the arbitrators render a final decision.  Otherwise, each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall share the fees of the American Arbitration Association equally.

10.           Survivorship.  Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

11.           Entire Agreement.  Except as otherwise noted herein, this Agreement and Section 8 of the Employment Agreement constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, if any, between the parties relating to the subject matter hereof.

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12.           Counterparts.  This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the Company has caused this Agreement to be executed in its name and on its behalf, all on the day and year first above written.

EXECUTIVE:		COMPANY:
RICHARD C. NOTEBAERT		QWEST COMMUNICATIONS INTERNATIONAL INC.
	/s/ Richard C. Notebaert	By:	/s/ Teresa Taylor
			Teresa Taylor
			EVP — Human Resources
		ATTEST:
		/s/ Richard N. Baer

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EX-10.2

Exhibit 10.2

AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) to the Amended and Restated Employment Agreement entered into August 19, 2004 between Richard C. Notebaert (the “Executive”) and Qwest Services Corporation, a Colorado corporation (the “Company”) (the “Employment Agreement”) and previously amended on October 21, 2005, December 16, 2005 and February 16, 2006, is made and entered into on February 26, 2007 between the Executive and the Company.

WITNESSETH THAT:

WHEREAS, the parties previously entered into the Employment Agreement pertaining to the employment of the Executive by the Company; and

WHEREAS, the parties previously amended the Employment Agreement on October 21, 2005, December 16, 2005 and February 16, 2006 in certain respects; and

WHEREAS, the parties desire to amend the Employment Agreement in certain respects as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Executive and Company hereby amend the Employment Agreement as follows:

1.             The last sentence of Subparagraph 3(a) is hereby amended to provide in its entirety as follows:

“Because the Executive has otherwise been granted non-qualified options and restricted stock in February 2006 and March 2007, for the remainder of calendar years 2006 and 2007, Executive shall not be entitled to any automatic or minimum grant of non-qualified stock options or shares of restricted stock but may be granted such additional non-qualified options or shares of restricted stock as may be authorized in the discretion of the Compensation Committee.”

2.             Section   3(e) is amended to provide in its entirety as follows:

(e)           The options relating to 5,000,000 shares of Common Stock granted on the Effective Date in accordance with subparagraph 3(a) above shall become vested and exercisable at the rate of 25% of the total shares covered by the option per year on each anniversary of the Award Date thereof.  Each award of future options described in subparagraph 3(a) above shall become vested and exercisable as determined by the Compensation Committee at the time of grant. Unless determined otherwise by the Compensation Committee at the time of grant, and to the extent not previously vested, all equity issued to Executive pursuant to the Equity Incentive Plan or any successor plan shall become fully vested and exercisable on the earlier of a Change in Control (as defined in subparagraph 6(c)(vi) below) or the Executive’s termination of employment by reason of death, Disability (as defined in subparagraph 6(b) below), termination by the Company without Cause (as defined in subparagraph 6(a) below), Constructive Discharge (as defined in subparagraph 6(c) below), or in the event that the Company does not renew this Agreement in accordance with the provisions of subparagraph 1(a).  To the extent not previously vested, all such options and the Restricted Stock Award shall be immediately forfeited in the event of a termination of the Executive’s employment for Cause or upon the Executive’s resignation from the employ of the Company (other than pursuant to a

Constructive Discharge or by reason of a Disability).  For purposes only of the options and restricted stock granted to the Executive in February 2006 and March 2007, all vesting with respect to such options and restricted stock, including but not limited to vesting on account of corporate transactions involving QCII (as defined in the Agreements referred to immediately below), shall be governed solely by the provisions of the Agreements entered into between the Executive and the Company on February 16, 2006 and February 26, 2007 with respect to such grants.

3.             Except as specifically set forth above, the Employment Agreement, as previously amended, remains in full force and effect.

IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the Company has caused this Amendment to be executed in its name and on its behalf, all on the day and year first above written.

COMPANY:
QWEST SERVICES CORPORATION
By:	/s/ Teresa Taylor
ATTEST:
/s/ Richard N. Baer
EXECUTIVE:
/s/ Richard C. Notebaert
Richard C. Notebaert

2

EX-99.1

Exhibit 99.1

Qwest Announces Key Leadership Change

·Oren Shaffer to retire as CFO

·John Richardson to assume role

DENVER, Feb. 28, 2007 — Qwest Communications International Inc. (NYSE: Q) and its Board of Directors announced today that Oren G. Shaffer will retire as vice chairman and chief financial officer, effective April 1, and that John W. Richardson, currently controller and senior vice president of finance, will succeed him in the role of executive vice president and chief financial officer.

“I am extremely proud of our accomplishments during the past five years and especially of Oren’s contributions,” said Richard C. Notebaert, chairman and chief executive officer. “We are very fortunate to have had him come out of retirement almost five years ago and join the Qwest team in its successful pursuit of sustained profitability. He will be missed but not forgotten. John brings a strong depth of talent, leadership and experience and we are fortunate to have a CFO with such outstanding character on the Qwest team. His appointment truly reflects the outstanding bench strength on the executive team that we have established over the past five years and I am confident he will play a key role in our continued success.”

Oren Shaffer, who turns 65 this summer, said: “In the time I have been here, this company and its executive team have consistently delivered on the vision Dick set forth when he arrived at Qwest. We have superb assets, a powerful position nationally and in our 14-state region, a solid customer base, a very involved chairman and CEO, and a talented and customer-focused work force. John knows our business as well as anybody, and I wish him and the senior management team all the best in achieving new heights as we continue to deliver the Spirit of Service.”

In a related announcement, Qwest has named R. William Johnston, currently vice president and assistant controller, as vice president and controller, effective April 1.

About Qwest
Qwest offers a unique and powerful combination of voice and data solutions for businesses, government agencies and consumers - locally and throughout the country. Customers coast to coast are turning to Qwest’s industry-leading national fiber optic network and its Spirit of Service for quality products and superior customer experience. For more information on Qwest, and its various operating subsidiaries, please go to www.qwest.com.

Contact Information:

Media Contact                                                     
Nicholas Sweers
303-992-2085
Nicholas.Sweers@qwest.com

Investor Contact
Stephanie Comfort
800-567-7296
IR@qwest.com

Attachment for biographies

John W. Richardson, 61, has served as Qwest’s controller and senior vice president since April 2003 and was designated chief accounting officer in April 2004. He will continue in that role along with his new duties as chief financial officer. Prior to joining Qwest, Richardson was an independent consultant and from 1967 to 2002, he held various financial positions at Goodyear Tire & Rubber Company, including vice president of finance for the North American tire business unit. He currently serves as a director of Ashworth, Inc. and holds a bachelor’s degree in business administration from Ohio University.

Oren G. Shaffer, 64, has been Qwest’s vice chairman and chief financial officer since July 2002. Prior to joining the company, he was president and chief operating officer of Sorrento Networks, a maker of optical products and also served as chief financial officer of Ameritech Corp. from 1994 to 2000. He spent 25 years at Goodyear, where he was chief financial officer and a member of the board of directors. His Goodyear career included 15 years of international experience, including chairman and chief executive officer of Goodyear’s operations in France. Shaffer serves on the boards of directors of Belgacom SA, the Daiwa family of mutual funds and Intermec, Inc. He holds a bachelor of science degree in business administration from the University of California at Berkeley and a master of science degree in management from the Massachusetts Institute of Technology.

R. William Johnston, 52, has served as Qwest’s vice president and assistant controller since June 2003. He joined U.S. West, Inc. in 1988 in the accounting division and has held a variety of management positions. He also has worked for a public accounting firm. Johnston holds a bachelor of science degree in business administration from the University of Nebraska at Omaha.