Exhibit
10.1


March 2, 2007


John W. Richardson

1801 California Street

Denver, CO  80202


Dear John:


Giving people the
opportunity to develop professionally through new challenges is an investment
in our greatest resource — employees. 
Fostering and developing the talent of employees is critical to the
success of the business and to our future. 
With that, I am pleased to offer you a promotion to the position of EVP —
Chief Financial Officer, effective April 1, 2007. I am confident of the value
you will continue to bring to the business.


1.               Base Salary:  Your base salary increases to $525,000 per
annum.


2.               Annual Bonus
Plan:  You will be eligible to
participate in the annual bonus plan for 2007. 
Your target bonus increases to 150% of your annual base pay prorated to
reflect your promotion date.


3.               Equity Incentive
Plan: As will be more fully set forth in an equity agreement to be
provided, you will receive a non-qualified stock option grant of 257,000 shares
of Qwest common stock pursuant to the Equity Incentive Plan (“EIP”), as
amended. The purchase price of each share covered by this grant will be the
closing price of Qwest stock on March 5, 2007.


In addition, as will be
more fully set forth in the equity agreement to be provided, you will also
receive a restricted stock award having an approximate value of $977,500.  The number of shares of restricted stock
granted will be determined by dividing the dollar value above by the closing
price of Qwest stock on March 5, 2007, and then rounding to the nearest 1,000 shares.


If you are granted future equity awards prior to 2010,
such awards will vest on the anniversary of the grant date in 2010, subject to
all terms and conditions of the applicable equity agreement.


4.               Residence
Closing Costs.  Should you purchase a
residence in Colorado within 12 months of your promotion, the Company will pay
the reasonable costs incurred in taking title to the property.  The types of expenses that will be reimbursed
are set forth in the Company’s Tier I Relocation Policy at page 27.


5.               Attorneys’ Fees
For Review of Employment and Equity Agreements.  The Company will reimburse you for the
reasonable attorneys’ fees you incur for a review of your employment and equity
agreements.


6.               Executive
Perquisite: For 2007, your executive perquisite benefit is $50,000 (grossed
up for income taxes). You received $25,000 in January and an additional $25,000
will be paid to you on or before April 20, 2007. 











7.               Executive
Benefits: As an Executive Vice President, you are eligible for the
following:


a)              35 days of time off
with pay per year


b)             Supplemental
Executive Retirement Plan — This plan makes up the difference between what
would be paid under the Qwest Pension Plan, without IRS limits on compensation,
and what is actually paid under that plan.


c)              Supplemental
Executive Disability Coverage — You are eligible to receive up to 52 weeks of
short term disability benefits. This benefit pays 70% of your base pay plus
target bonus with no maximum monthly benefit. In addition, if your employment
ends as a result of a disability, you are eligible to receive a long-term
disability benefit of 60% of base pay plus target bonus with no maximum monthly
benefit.


7.               Severance
Agreement:  As a condition of this
promotion, you are required to sign the attached Severance Agreements within 30
days and return one copy to Jana Venus at 1801 California Street, 23rdFloor, Denver, CO  80202. You may retain the other copy for your
files.


Congratulations on this wonderful opportunity,
John.  Your hard work and commitment to
delivering the Spirit of Service is genuinely appreciated.


Sincerely,


Richard C. Notebaert

Chairman and CEO