Exhibit
10.2


AGREEMENT


THIS AGREEMENT (the
“Agreement”) is made and entered into on March 7, 2007, by and between John W.
Richardson (the “Executive”) and Qwest Communications International Inc., a
Delaware corporation (together with its wholly owned subsidiaries, the “Company”).


WITNESSETH THAT:


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 257,000 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 257,000 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 having an approximate value
of $977,500 (the “Restricted Stock Award”) 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



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 Exhibit C



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 Termination for Good Reason,
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, either (A) the performance
conditions set forth in Section 1(d) above shall have been achieved
(without regard to the Executive’s employment status with the Company on
March 5, 2010), or (B) 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



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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 CFO of QCII, or if QCII is not the surviving company, the position
of CFO of the surviving company in such transaction, with the Executive having
substantially the same or greater compensation, authority, power,
responsibility and duties as prior to 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
CFO 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 Termination
for Good Reason (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 Termination for Good Reason, 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



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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 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 have the same
definition as paragraph 3.a of Executive’s Severance Agreement, dated April 1,
2007;


(b)           “Termination for Good Reason” shall
have the same definition as paragraph 3.c.1 of Executive’s Severance Agreement,
dated April 1, 2007;



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 Exhibit C



(c)            “Disability” means that the
Executive is disabled within the meaning of the Company’s long-term disability
plan or, if there is no such plan 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 as CFO, 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”
means individuals who at the beginning of any two consecutive year period
following the Effective Date of this Agreement, 
constitute the Board of Directors of QCII (“the QCII Board”) and any new
director (except for a director designated by a person who has entered into an
agreement with QCII to effect a transaction described elsewhere in the
definition of Change in Control contained in the Equity Incentive Plan) whose
election by the QCII Board or nomination for election by QCII’s stockholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved cease for any
reason to constitute at least a majority of the QCII Board;


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.


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.



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 Exhibit C



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
Compensation Committee of the Board of Directors; and


General
Counsel


1801
California Street, Suite 5200

Denver, Colorado 80202

Facsimile:  (303) 383-8444


or to the Executive:


at
the address and facsimile number maintained in the Company’s business records


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.



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 Exhibit C



9.             Waiver of Right to Jury.  By signing this Agreement, you voluntarily,
knowingly and intelligently waive any right you may have to a jury trial for
all claims arising out of or relating to this Agreement and any other claim
arising out of or relating to your employment with or termination from the
Company.  The Company also hereby
voluntarily, knowingly, and intelligently waives any right it might otherwise
have to a jury trial for all claims arising out of or relating to this
Agreement and any other claim arising out of or relating to your employment
with or termination from the Company.


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  constitutes 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.


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:

  
	
   

  	
   

  	
   

  
	
  JOHN W.
  RICHARDSON

  	
   

  	
  QWEST COMMUNICATIONS

  INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Teresa Taylor

  
	
   

  	
   

  	
   

  	
   

  	
  EVP — Human Resources

  



 



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