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

  	
   

  



 



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