Employment Agreement - Qwest Communications and Lewis O. Wilks


                                                       JOSEPH P. NACCHIO
                                             President & Chief Executive Officer
[LETTERHEAD OF QWEST COMMUNICATIONS]

October 8, 1997


Lewis O. Wilks
4404 Meandering Way
Colleyville, TX  76034

Dear Lew:

I am delighted to be able to offer you the position of President - Business
Markets at Qwest Communications.  This letter is intended to set forth the terms
and conditions of your employment with Qwest.

1.   Your annual base salary will be $273,000.

2.   You will be eligible to participate in Qwest's long-term incentive plan
     (Equity Incentive Plan). Your grant will be 350,000 shares.  The options
     will vest according to the following schedule and the exercise price will
     be 47 1/2, the market price of the stock on the date that we substantially
     come to an agreement on the terms of your employment.



                    SHARES             VESTING        
                -------------------------------------
                                               
                70,000 Shares      At End of 1 Year  
                -------------------------------------
                70,000 Shares    At End of 2/nd/ Year
                -------------------------------------
                70,000 Shares    At End of 3/rd/ Year
                -------------------------------------
                70,000 Shares    At End of 4/th/ Year
                -------------------------------------
                35,000 Shares    At End of 5/th/ Year
                -------------------------------------
                35,000 Shares    At End of 6/th/ Year
                ------------------------------------- 


1.   You will be eligible to participate in the executive bonus plan which is
     currently under development.  In your case, at the end of the first year of
     your employment, you are entitled to a guaranteed bonus of $100,000.
2.   You are also eligible to be reimbursed for all relocation expenses
     including the selling and purchasing of a home, household moving, etc. with
     a reimbursement of $200,000.  Your 

 
Lewis O. Wilks
October 8, 1997
Page 2

     reimbursement includes any gross up necessary to offset any tax impact this
     reimbursement may have, however, any gross up would be considered as part
     of the amount that is calculated for determining the maximum reimbursement.
     See relocation agreement enclosed.

3.   You will receive a one-time transition payment of $200,000.  This will be
     paid in $50,000 increments each calendar quarter beginning in January 1998.

4.   If you are terminated for any reason other than cause during your first
     year of employment, you will be entitled to a lump sum payment of one
     year's base salary.

5.   Paid time off and disability plan information is attached.

6.   This offer of employment is contingent upon your statement that you are not
     subject to any non-compete clause or similar restrictions which would in
     any way prevent you from exerting all your efforts toward the goals and
     objectives of Qwest.

7.   This offer is contingent upon your decision by Friday, October 10, 1997.

Lew, I would like you to begin work at Qwest at the earliest possible date.

Finally, I am really looking forward to your joining me at Qwest and working
together to make this a great company.  If you agree with the above terms and
conditions, please sign below and return this letter to me.  If you have any
questions or need more information, I can be reached at 303/291-1410 or feel
free to contact Ray Lee (303-291-1688) who is working with me to help build our
senior management team.

Sincerely,

/s/

Joseph P. Nacchio
President
Chief Executive Officer


I accept the above offer:

    /s/                     10/10/97
______________           _____________ 
Lewis O. Wilks           Date