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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