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 17, 2010

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)

o    Soliciting 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(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2010, the Compensation and Human Resources Committee of the Board of Directors of Qwest Communications International Inc. (“Qwest” or “we” or “us” or “our”) approved the structure of the 2010 Qwest Management Annual Incentive Plan. Our Chairman and Chief Executive Officer (Edward A. Mueller), our Executive Vice President and Chief Financial Officer (Joseph J. Euteneuer) and our other current named executive officers (Richard N. Baer and C. Daniel Yost) are eligible to participate in the plan.

Under the plan, incentive payments are calculated as follows:

Base
Salary X Target
Percentage X Qwest Performance
Percentage (on a
Scale of 0-150%) X Individual Performance
Percentage (on a
Scale of 0-150%) = Incentive
Payment

Target percentages are: 200% for Mr. Mueller; 150% for Messrs. Baer and Euteneuer; and 100% for Mr. Yost.  The Qwest performance percentage is based on overall corporate and business unit performance determined by the weighted average of a combination of measures, which may include revenue, EBITDA, free cash flow, segment revenue, segment income, capital expenditures, network expense and imperatives depending on the department in which the executive works.  The individual performance percentage is based on an evaluation of overall employee performance by Mr. Mueller (or by the Compensation and Human Resources Committee in the case of Mr. Mueller). We expect that payments, if any, to our executives under the plan will be made in the first quarter of 2011.

A summary of the 2010 Qwest Management Annual Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	2010 Qwest Management Annual Incentive Plan Summary

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 further de-lever our balance sheet; adverse results of increased review and scrutiny by 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; 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; our ability to utilize net operating losses in projected amounts; and continued unfavorable general economic conditions.

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

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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 22, 2010	By:	/s/ STEPHEN E. BRILZ
		Name:	Stephen E. Brilz
		Title:	Vice President and Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	2010 Qwest Management Annual Incentive Plan Summary

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EX-10.1

Exhibit 10.1

2010 Qwest Management Annual Incentive Plan Summary

Purpose

Qwest Communications International Inc.’s compensation philosophy is to pay for performance.  The purpose of this incentive plan is to tie a portion of each participant’s compensation to corporate goals and individual achievements.

Eligibility

Except as set forth below, all Qwest management employees in non-sales-commissioned positions who are on the payroll during 2010 and who remain on the payroll until the “close date”, two weeks prior to the pay out date, are eligible to participate in the 2010 Qwest Management Annual Incentive Plan.  If an incentive payment is approved for 2010, pay out is expected to occur during the first quarter of 2011.

Employees are ineligible for a payment if their employment terminates, either voluntarily or involuntarily, prior to the program close date; if they are hired after September 30, 2010; if they are on other incentive plans (e.g., sales compensation plans); if they are rated “Unacceptable” by their supervisor or, in the discretion of the supervisor, their performance and/or behavior does not warrant a payout. In addition, occupational employees, interns, contract employees and temporary employees are ineligible for a payment.

Calculation

The incentive payment is calculated as follows:

Base
Salary X Target
Percentage X Qwest
Performance
Percentage (on a
Scale of 0-150%) X Individual
Performance
Percentage (on a
Scale of 0-150%) = Incentive
Payment

Target Percentage

The target percentage used to calculate the payment is expressed as a percentage of base salary. The target percentage varies based on an employee’s job responsibility and impact on the business.

Qwest Performance Percentage

The Qwest performance percentage is based on two components: Corporate Performance and Business Unit Performance, and will be scored between 0% -150% for each of the performance measures described below.

1)Corporate Performance (60% for all employees)

Corporate Performance is determined by the weighted average of the following:

Revenue (total company)  (20%)

EBITDA (total company)  (30%)

Free Cash Flow (total company)  (30%)

Imperatives (total company)  (20%)

2)Business Unit Performance (40% for all employees)

a.Revenue Generating Business Units Performance

Revenue Generating Business Unit Performance is determined by the weighted average of the following:

1)

BMG:

Revenue (40%)

Segment Income (40%)

Imperatives (20%)

Qwest reserves the right to amend or cancel this plan either retroactively or prospectively or otherwise make adjustments that it may deem necessary or appropriate in its sole discretion.

2)

Wholesale:

Revenue (20%)

Segment Income (60%)

Imperatives (20%)

3)

Mass Markets:

Revenue (40%)

Segment Income (40%)

Imperatives (20%)

b.Information Technologies Performance

IT Performance is determined by the weighted average of::

Revenue (total company) (20%)

Segment Income (total company) (40%)

Capital Expenditures (20%)

Imperatives (20%)

c.Network Operations Performance

Network Performance is determined by the weighted average of:

Segment Income (total company) (20%)

Capital Expenditures (30%)

Network Expense (30%)

Imperatives (20%)

d.Executive, Human Resources, Corporate Communications, Corporate Strategy, Finance, Legal, Risk Management, Government Relations, and Public Policy Performance is determined by the average of BMG, Wholesale, Mass Markets and Network performance.

All performance targets for each measure will be established at the beginning of 2010 and approved by the Board of Directors.

Individual Performance Percentage

The individual performance percentage is determined in an evaluation by the supervising manager of overall employee performance compared to established performance objectives and behaviors exhibited by the employee compared to Qwest’s core attributes and values.

Each of the above financial performance targets may be based on non-GAAP measures including adjustments to the reported GAAP financial statements as determined at the end of the year and approved by the Board of Directors.  Imperative achievement is based on a qualitative evaluation of non-financial performance objectives.  The Board of Directors will certify performance attainment and approve payout prior to payout date.  The Board of Directors may consider the impact of any one time or unusual items in determining the percentage achievement of any performance target.

Nothing in the 2010 Qwest Management Annual Incentive Plan is intended to modify the “At-Will” nature of Qwest employees’ employment.  All Qwest management employees are

employed “At-Will.”  This means either the employee or the company may terminate the employee’s employment with or without cause at any time, and without advance notice, procedure or formality.