Employment Agreement - Qwest Holding Corp. and Joseph P. Nacchio


                         EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the 'Agreement') is made and entered into
as of the 21st day of December, 1996 by and between Qwest Holding
Corporation, a Colorado corporation, having its principal executive
offices in Denver, Colorado (the 'Company'), and Joseph P. Nacchio,
residing at 1 Manor Hill Drive, Mendham, New Jersey  07945 (the
'Executive').

WHEREAS, in order to achieve its corporate and business objectives,
the Company desires to hire an experienced and knowledgeable President
and Chief Executive Officer of the Company who will be principally
responsible for the overall conduct of the Company's business;

WHEREAS, the Executive has substantial experience and expertise in
connection with the Company's business; and

WHEREAS, the Company and the Executive mutually desire to agree upon
the terms of the Executive's employment as the President and Chief
Executive Officer of the Company and, in addition, to agree as to
certain benefits of said employment. 

NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth below, the Company and the Executive hereby agree as
follows:

1.  TERM OF EMPLOYMENT:  Subject to the terms of this Agreement, the
Company hereby employs the Executive, and the Executive hereby accepts
such employment, for the period beginning on January 6, 1997 (or such
earlier date on or after the date hereof as the Executive shall elect)
and ending at the close of business on December 31, 2001, unless
terminated earlier as provided herein (the 'Term').  Portions of this
Agreement that by their terms provide or imply that they survive the
end of the Term shall survive the end of the Term.

2.  POSITION AND DUTIES:

     a.  During the Term, the Executive shall serve as President and
Chief Executive Officer of the Company and shall have such duties,
responsibilities, and authority as are customarily required of and
given to a President and Chief Executive Officer and such other duties
and responsibilities commensurate with such position as the Board of
Directors of the Company (the 'Board') shall determine from time to
time.  Such duties, responsibilities, and authority shall include,
without limitation, responsibility for the management, operation,
strategic direction, and overall conduct of the business of the
Company.  The Executive shall perform his duties and responsibilities
at the Company's offices in New Jersey; provided, however, that the
Executive may, at the direction of the Board, be required to perform
such duties and responsibilities up to four (4) days per week at the
headquarters offices of the Company in Denver, Colorado.  The
Executive shall travel as reasonably required to perform his duties
and responsibilities, provided that any such travel days shall reduce
the number of days per week that the Executive will be required to
work at the headquarters office in Denver, Colorado.  For purposes of
this Agreement, the term 'employment' shall include the Executive's
service to the Company in any capacity during the Term; provided the
foregoing shall not change the positions to be held by the Executive.  

     b.  During the Term, while the Executive is employed by the
Company, the Company shall cause the Executive to be nominated for a
director position on the Board and shall use its best efforts to have
him elected as such.  If an initial public offering of the common
stock of the Company (an 'IPO') occurs, the Company shall, during the
term while the Executive is employed by the Company, use its best
efforts to include the Executive in the Board's slate of nominees for
election as directors at each annual meeting of the Company's
shareholders and shall recommend to the shareholders that the
Executive be elected as a director of the Company.

     c.  During the Term, the Executive shall devote substantially his
full business time, energy, and ability to the business of the
Company.  The Executive shall report directly to the Board and shall
perform his duties subject to the overall policies and directions of
the Board.  During the Term, all other employees of the Company shall
report to the Executive and not directly to the Board or the Chairman
of the Board.

     d.  The Executive may (i) with express authorization of the
Board, serve as a director or trustee of other for profit corporations
or businesses which are not in competition with the business of the
Company or the telecommunications business of any of its subsidiaries,
or, to his knowledge, any other affiliate of the Company, present or
future, provided that, if a directorship is approved and the Board
later determines that the directorship would be with a competitive
entity, it shall notify the Executive in writing and the Executive
shall have a reasonable period of time to resign such directorship,
(ii) serve on civic or charitable boards or committees, (iii) deliver
lectures, fulfill speaking engagements, or teach at educational
institutions(and retain any fees therefrom), and (iv) manage personal
investments; provided, however, that the Executive may not engage in
any of the activities described in this Paragraph 2(d) to the extent
such activities materially interfere with the performance of the
Executive's duties and responsibilities to the Company.  As used in
this Agreement, the term 'affiliate' of the Company means any company
controlled by, controlling, or under common control with the Company,
whether through stock ownership or otherwise.

     e.  Without the prior express authorization of the Board, the
Executive shall not, directly or indirectly, during the Term
(i) render services of a business, professional, or commercial nature
to any other person or firm, whether for compensation or otherwise, or
(ii) engage in any activity competitive with the business of the
Company or the telecommunications business of any of its subsidiaries,
present or future, or, to his knowledge, of any other affiliate of the
Company, present or future, whether alone, as a partner, or as an
officer, director, employee, member or holder (directly or indirectly,
such as by means of a trust or option arrangement).  The Executive may
be an investor, shareholder, joint venturer, or partner (hereinafter
referred to as 'Investor'); provided, however, that his status as an
Investor shall not (i) pose a conflict of interest, (ii) require the
Executive's active involvement in the management or operation of such
Investment (recognizing that the Executive shall be permitted to
monitor and oversee the Investment), or (iii) materially interfere
with the performance of the Executive's duties and obligations
hereunder.  For the purposes of clause (i) of the proviso to the
preceding sentence, the Executive shall not be deemed to be subject to
a conflict of interest merely by reason of the ownership of less than
three percent (3%) of (i) the outstanding stock of any entity whose
stock is traded on an established stock exchange or on the National
Association of Securities Dealers Automated Quotation System or
(ii) the outstanding stock, partnership interests or other form of
equity interest of any venture fund, investment pool or similar
investment vehicle that shall solicit investments on a 'blind pool'
basis. 

     f.  The Executive represents and warrants that, to the best of
his knowledge after the review of his personal files, he has the full
right and authority to enter into this Agreement and to render the
services as required under this Agreement, and that by signing this
Agreement and rendering such services he is not breaching any contract
or legal obligation he owes to any third party, including without
limitation AT&T Corp. ('Former Employer'); provided that the Company
shall not require the Executive to use any trade secrets of Former
Employer.  Neither the Executive nor the Company believe that any such
trade secrets exist or, if they do, that they would be necessary for
the Executive to perform his services to the Company hereunder.

     g.  The Executive represents and warrants that (i) Schedule 1
hereto lists certain benefits provided by Former Employer, and the
Executive's evaluation of the respective amounts thereof, that the
Executive may lose or forfeit upon or in connection with the
termination of his employment by Former Employer in connection with
the commencement of his employment by the Company (the 'Forfeit
Benefits') and (ii) Schedule 2 lists the stock options granted by
Former Employer and held by the Executive as of the date hereof that
the Executive contemplates exercising concurrently with or promptly
after his execution and delivery of this Agreement (the 'Stock
Options').

3.  COMPENSATION AND BENEFITS:  During the Term, while the Executive
is employed by the Company, the Company shall compensate the Executive
for his services as set forth in this Paragraph 3.  The Executive
recognizes that during the Term of the Agreement, the Company reserves
the right to change from time to time the terms and benefits of any
welfare, pension, or fringe benefit plan of the Company, including the
right to change any service provider, so long as such changes are also
generally applicable to all executives of the Company; provided,
however, that (i) the Growth Share Plan (as defined below) shall not
be amended in any respect that applies to the Executive without the
Executive's written consent and (ii) the Executive's minimum level of
compensation and benefits as set forth in this Paragraph 3 will be
preserved in the event of any such change.

     a.  Salary:  During the Term, the Company shall pay the Executive
a base salary at an annual rate of Six Hundred Thousand Dollars and No
Cents ($600,000.00).  Such salary shall be earned and shall be payable
in periodic installments in accordance with the Company's payroll
practices.  Amounts payable shall be reduced by standard withholding
and other authorized deductions.  The Board will review the
Executive's salary at least annually and may increase (but not reduce)
the Executive's annual base salary in its sole discretion.  Once
increased such base salary shall not be reduced.  His base salary as
so increased shall thereafter be treated as his base salary hereunder.
 
     b.  Equalization Payment:  The Company shall pay to the Executive
an amount (the 'Equalization Payment') to compensate the Executive for
the loss or forfeiture of the Forfeit Benefits.  The Equalization
Payment shall be an aggregate amount equal to (i) $11,300,000 less
(ii) the aggregate value of the benefits specified on Schedule 1
hereto that the Executive receives from Former Employer or is
permitted by Former Employer to retain (other than the Stock Options,
for which provision is made below), any other benefits received by the
Executive from Former Employer in replacement of one or more of the
benefits listed on Schedule 1 and any other severance benefits (other
than accrued benefits of the sort identified by the Executive to the
Company) received by the Executive from Former Employer.  The value of
the benefits referred to in clause (ii) of the preceding sentence
shall be determined using the assumptions and methodology used by the
Executive to evaluate the benefits listed on Schedule 1, in each case
based upon the period during which the Executive shall be entitled to
receive such benefit.  The amount of the Equalization Payment shall be
determined as of January 7, 1997 and shall be paid in three
installments, subject to this Paragraph 3 and to Paragraphs 4 and 5
below, in the percentage amounts set forth below opposite the
corresponding dates of payment:


                             Date                  Amount 
                                                  
                          01/07/97                   64%
                          01/01/98                   18%
                          01/01/99                   18%

Each installment of the Equalization Payment shall be paid in cash. 
The installments paid after January 7, 1997 shall accrue interest at
five percent (5%) per annum accruing from January 7, 1997 to the date
of payment.

The Equalization Payment shall be redetermined on March 21, 1997.  The
remaining installments of the Equalization Payment shall be reduced or
increased (in each case in the order of payment) in an aggregate
amount equal to the product obtained by multiplying (i) the number of
Stock Options exercised by the Executive in accordance with paragraph
2(g) above times (ii) the amount by which the closing price per share
of the common stock of Former Employer on March 21, 1997 is greater
than or less than, respectively, $37 per share.

After January 7, 1997, if the Executive shall receive from Former
Employer any benefit specified on Schedule 1, or shall be permitted by
Former Employer to retain any such benefit, or shall receive from
Former Employer any other benefit in replacement of one or more of the
benefits listed on Schedule 1, then the Equalization Payment shall be
redetermined (or further redetermined) as of the date of such receipt
or permitted retention and the remaining installments of the
Equalization Payment shall be reduced (in the order of payment) in an
aggregate amount equal to the value of each benefit so received or
retained.  If the value of any such benefit exceeds the unpaid portion
of the Equalization Payment, the Executive shall repay to the Company
in cash an amount equal to such excess value, together with any
interest thereon paid by the Company to the Executive (assuming for
the purpose of this paragraph that the amount of the Equalization
Payment is so repaid in the reverse order as received by the
Executive); provided that (x) the aggregate amount so repaid by the
Executive to the Company shall not exceed the aggregate amount of the
Equalization Payment then paid by the Company to the Executive, and
(y) if the Executive  uses reasonable efforts to make the repayment
deductible for purposes of federal and state income tax, after
consulting with the Company (but the Executive may in his good faith
judgment determine whether a position should be taken in any tax
return that would subject him to penalties and, if he elects to obtain
an opinion of counsel with respect to any position as to which there
is substantial doubt, the reasonable fees and expenses of such counsel
shall be reduced from the amount to be refunded), the amount of each
such repayment made by the Executive to the Company in cash will be
reduced in the amount, if any, by which the reduction in federal and
state income and payroll taxes that may be realized by the Executive
as a result of such repayment (after giving effect to the deduction of
all other amounts deductible by the Executive for federal and state
income taxes) is less than the amount of federal and state income and
payroll tax previously paid by the Executive on the amount so repaid.

     c.  Annual Bonus:  The Executive shall be eligible to receive an
annual bonus.  The Executive recognizes that whether or not he
receives a bonus, and the amount of any such bonus, shall be
determined at the sole discretion of the Board; provided that, subject
to Paragraphs 4 and 5 below, for the 1997 calendar year the Executive
will receive a bonus of Three Hundred Thousand Dollars and No Cents
($300,000.00), and for the 1998 calendar year, unless an IPO occurs at
any time during 1998, the Executive will receive a bonus of Three
Hundred Thousand Dollars and No Cents ($300,000.00).  Any bonus
awarded to the Executive shall be paid in the same form and manner and
at or around the same time as such bonus payments are made to other
senior executives of the Company.  The foregoing shall not limit the
Board in its sole discretion from giving Executive other bonuses.

     d.  Growth Share Plan:  The Executive shall be eligible to
participate in the Qwest Holding Corporation Growth Share Plan (the
'Growth Share Plan').  Upon execution of the Growth Share Plan
Agreement attached hereto at Exhibit A, the Executive shall be
allocated 300,000 Growth Shares in the Company.  The Executive's
continued eligibility to participate in the Growth Share Plan, and the
vesting of the Growth Shares granted thereunder, shall be governed by
the terms of the Growth Share Plan Agreement and the Growth Share Plan
itself, as may be amended from time to time in accordance with the
terms hereof and thereof.

     e.  Savings and Retirement Plans:  The Executive shall be
entitled to participate in all savings and retirement plans applicable
generally to other senior executives of the Company, in accordance
with the terms of such plans, as may be amended from time to time.

     f.  Welfare Benefit Plans:  The Executive and/or his family
(including Class 2 dependents), as the case may be, shall be eligible
to participate in and shall receive all benefits under the Company's
welfare benefit plans and programs applicable generally to other
senior executives of the Company (collectively, as amended from time
to time, the 'Company Plans'), in accordance with the terms of the
Company Plans.

     g.  Vacation:  Beginning with the 1997 calendar year, the
Executive shall be entitled to paid vacation at a rate of twenty-five
(25) days per calendar year during the Term in accordance with the
plans, policies, and programs as in effect generally with respect to
other senior executives of the Company, including the limitations, if
any, on the carry-over of accrued but unused vacation time.

     h.  Travel:  The Executive shall be entitled to fly first-class
or business class, or to use the Company's aircraft when available and
appropriate, for business travel, including travel between the
business offices of the Company.  The Company shall also pay the
airfare of the Executive's family members with respect to travel, at
reasonable frequencies, between the headquarters office of the Company
in Denver, Colorado and the Executive's residence in New Jersey and
shall, to the extent this payment shall constitute income to the
Executive, pay the Executive an amount such that the Executive shall
have no after tax cost for the deemed income and this gross up
payment; provided that family members shall utilize available advance
ticketing programs to the extent feasible in making such travel
arrangements.

     i.  Business Club Memberships:  The Company shall pay the
initiation fees and membership dues for the Executive at business
clubs in the vicinity of the business offices of the Company approved
by the Board from time to time to the same extent that the Company
pays such fees and dues with respect to comparable business club
memberships of other senior executives of the Company.  To the extent
the Company is not required to treat such fees and dues as income to
the Executive it shall not do so and, to the extent it must treat such
amounts as income to the Executive, it shall pay the Executive an
amount such that the Executive shall have no after tax cost for the
deemed income and this gross up payment.

     j.  Expenses:  The Company shall reimburse the Executive for
reasonable expenses for parking at the business offices of the
Company, cellular telephone usage, entertainment, travel, meals,
lodging, and similar items incurred in the conduct of the Company's
business, including meals and lodging of the Executive when performing
his duties and responsibilities at the headquarters office of the
Company in Denver, Colorado when he is not resident in the vicinity of
such business office.  Such expenses shall be reimbursed in accordance
with the Company's expense reimbursement policies and guidelines.  The
Company shall also reimburse the Executive for reasonable attorney's
fees and charges incurred in connection with the preparation and
execution of this Agreement.

     k.  Relocation:  If the Executive relocates to the vicinity of
the headquarters office of the Company in Denver, Colorado at any time
prior to the termination of the Term and prior to his receipt from the
Company of written notice of termination or non-renewal pursuant to
Paragraphs 4(a), 4(b), or 4(f), the Company and the Executive shall
discuss the types and amounts of relocation expenses of the Executive
that will be paid or reimbursed by the Company.

     l.  Indemnification:  To the fullest extent permitted by the
indemnification provisions of the articles of incorporation and bylaws
of the Company in effect as of the date of this Agreement and the
indemnification provisions of the corporation statute of the
jurisdiction of the Company's incorporation in effect from time to
time (collectively, the 'Indemnification Provisions'), and in each
case subject to the conditions thereof, the Company shall (i)
indemnify the Executive, as a director and officer of the Company or a
subsidiary of the Company or a trustee or fiduciary of an employee
benefit plan of the Company or a subsidiary of the Company, or, if the
Executive shall be serving in such capacity at the Company's written
request, as a director or officer of any other corporation (other than
a subsidiary of the Company) or as a trustee or fiduciary of an
employee benefit plan not sponsored by the Company or a subsidiary of
the Company, against all liabilities and reasonable expenses that may
be incurred by the Executive in any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal or administrative,
or investigative and whether formal or informal, because the Executive
is or was a director or officer of the Company, a director or officer
of such other corporation or a trustee or fiduciary of such employee
benefit plan, and against which the Executive may be indemnified by
the Company, and (ii) pay for or reimburse the reasonable expenses
incurred by the Executive in the defense of any proceeding to which
the Executive is a party because the Executive is or was a director or
officer of the Company, a director or officer of such other
corporation or a trustee or fiduciary of such employee benefit plan. 
The rights of the Executive under the Indemnification Provisions shall
survive the termination of the employment of the Executive by the
Company.

4.  TERMINATION:  The Executive's employment with the Company during
the Term may be terminated by the Company or the Executive only under
the circumstances described in this Paragraph 4, and subject to the
provisions of Paragraph 5:

     a.  Death or Disability:  The Executive's employment hereunder
shall terminate automatically upon the Executive's death.  If the
Disability of the Executive has occurred (pursuant to the definition
of Disability set forth below), it may give to the Executive written
notice of its intention to terminate the Executive's employment.  In
such event, the Executive's employment with the Company shall
terminate effective on the 10th day after receipt of such notice by
the Executive (the 'Disability Effective Date'), provided that, within
the 10-day period after such receipt, the Executive shall not have
returned to full-time performance of the Executive's material duties. 
For purposes of this Agreement, 'Disability' shall mean any physical
or mental condition which prevents the Executive, for a period of 180
consecutive days, from performing and carrying out his material duties
and responsibilities with the Company.

     b.  Cause:  The Company may immediately terminate this Agreement
for 'Cause' by giving written notice to the Executive.  Any one or
more of the following events shall constitute 'Cause':

          (1)  any material breach of the representations of the
Executive set forth in Paragraph 2(f);

          (2)  any wilful misconduct with respect to the Company which
is materially detrimental to the Company and its subsidiaries in the
aggregate, including but not limited to theft or dishonesty (other
than good faith expense account disputes);

          (3)  conviction of (or pleading nolo contendere to) a felony
(other than (A) a traffic violation that is in most jurisdictions not
classified as a felony and (B) a felony resulting from vicarious
(rather than direct) liability arising out of his position as an
officer or director of the Company);

          (4)  failure or refusal to attempt to follow the written
directions of the Board within a reasonable period after receiving
written notice; or

          (5)  gross continuous nonfeasance with regard to the
Executive's duties, taken as a whole, which materially continue after
a written notice thereof is given to the Executive.
                            
     c.  Other than Death or Disability or Cause:  The Company may
terminate the Executive's employment for any reason other than Death,
Disability, or Cause, subject to the provisions of Paragraph 5(c).

     d.  Termination by Executive for Good Reason: The Executive may
terminate his employment for Good Reason upon written notice to the
Company, and in such event, said employment termination shall be
treated as termination by the Company for reason other than Death,
Disability, or Cause under Paragraph 4(c).   For purposes hereof, Good
Reason shall mean:

          (1)  a diminution of the Executive's titles, offices,
positions or authority, excluding for this purpose an action not taken
in bad faith and which is remedied within twenty (20) days after
receipt of written notice thereof given by the Executive;

          (2)  the assignment to the Executive of any duties
inconsistent with the Executive's position (including status or
reporting requirements), authority, or material responsibilities, or
the removal of the Executive's authority or material 
responsibilities, excluding for this purpose an action not taken in
bad faith and which is remedied by the Company within twenty (20) days
after receipt of notice thereof given by the Executive;

          (3)  the failure by the Company to timely make any payment
due hereunder or to comply with any of the material provisions of this
Agreement, other than a failure not occurring in bad faith and which
is remedied by the Company within twenty (20) days after receipt of
notice thereof given by the Executive;

          (4)  occurrence of a Change of Control of the Company, which
shall be deemed to have occurred upon (A) acquisition by any
individual, entity, or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act')), other than Anschutz Company, The Anschutz
Corporation, or any entity or organization controlled by Philip F.
Anschutz (collectively, the Anschutz Entities'), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty percent (20%) or more of either (i) the then-
outstanding shares of common stock of the Company ('Outstanding
Shares') or (ii) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the
election of directors ('Voting Power') and (B) such beneficial
ownership (as so defined) by such individual, entity or group of more
than 20% of the Outstanding Shares or the Voting Power, as the case
may be, shall then exceed the beneficial ownership (as so defined) by
the Anschutz Entities of the Outstanding Shares or the Voting Power,
respectively;

          (5)  the failure of the Company to elect or re-elect the
Executive as a director of the Company or the removal of the Executive
as a director;

          (6)  any person other than Philip F. Anschutz or the
Executive serving in the position of Chairman of the Board; or 

          (7)  following an IPO, the failure of the Company to
maintain Directors' and Officers' insurance ('D&O Insurance') of at
least $15 million in the aggregate.
 
     e.  Other Than Good Reason:  The Executive may terminate his
employment at any time after December 31, 1998 without breaching this
Agreement, subject to Paragraph 5(d) below.

     f.  Resignations:  On and as of the date that the employment of
the Executive by the Company shall terminate for any reason, the
Executive shall resign from his position as a director and employee of
the Company and from all other positions he holds as a director or
employee of any subsidiary or affiliate of the Company.
  
     g.  Non-Renewal of Term:  Either party may elect not to renew
this Agreement on the same or similar terms following the expiration
of the Term.  The parties agree to give the other party written notice
of any such decision at least one-hundred-eighty (180) days prior to
the expiration of the Term.

5.  OBLIGATIONS OF THE COMPANY AND THE EXECUTIVE UPON TERMINATION:

     a.  Death or Disability:  If the Executive's employment is
terminated by reason of the Executive's Death or Disability during the
Term, the Term shall terminate without further obligations to the
Executive or his legal representatives under this Agreement, other
than for (A) payment of the sum of (i) any base salary and bonus owed
to the Executive through the date of termination (provided that such
bonus shall be paid only if the date of such termination shall occur
in 1997 or 1998, or shall be a formula bonus and for this purpose the
amount of such bonus shall be calculated based on the number of days
in the year through the date of termination, as well as any earned
bonus for any complete year that theretofore had not been paid) and
(ii) any other compensation earned through the date of termination but
not yet paid or delivered to the Executive ('Accrued Obligations'),
and (B) payment of any amounts due pursuant to the terms of any
applicable stock option (or other equity-based) plan of the Company or
any welfare or pension benefit plan of the Company as of the date of
termination or which by their specific terms extend beyond such date
of termination, and (C) payment of any amount of the Equalization
Payment not then paid and (D) payments due, if any, pursuant to the
terms of the Growth Share Plan and (E) payments due, if any, and
continuation of coverage (collectively, 'Indemnification/Insurance
Payments'), pursuant to the Indemnification Provisions and D&O
Insurance.  All such payments shall be paid to the Executive or his
estate or beneficiary, as applicable.

     b.  Termination for Cause:  If the Executive's employment is
terminated by the Company for Cause, the Term shall terminate without
further obligations to the Executive or his legal representatives
under this Agreement on the date of such termination and no further
payments or benefits of any kind, including salary, bonuses and any
unpaid amount of the Equalization Payment, shall be payable to the
Executive, other than for (i) Accrued Obligations and (ii) the
payments and benefits provided in Paragraph 5(f).  If the termination
is effected on or before December 31, 1999, and if the percentage of
the Equalization Payment then paid by the Company to the Executive
exceeds the percentage determined below with respect to the date of
termination, then the Executive shall repay to the Company in cash an
amount equal to such excess value, together with any interest thereon
paid by the Company to the Executive (assuming for the purpose of this
paragraph that the amount of the Equalization Payment is so repaid in
the reverse order as received by the Executive); provided that (x) the
aggregate amount so repaid by the Executive to the Company shall not
exceed the aggregate amount of the Equalization Payment then paid or
provided by the Company to the Executive, together with any interest
thereon paid by the Company to the Executive, and (y) if the Executive
uses his best efforts to make the repayment deductible for purposes of
federal and state income tax, after consulting with the Company (but
the Executive may in his good faith judgment determine whether a
position should be taken in any tax return that would subject him to
penalties and, if he elects to obtain an opinion of counsel with
respect to any position as to which there is substantial doubt, the
reasonable fees and expenses of such counsel shall be reduced from the
amount to be refunded), the amount of each such repayment made by the
Executive to the Company in cash will be reduced in the amount, if
any, by which the reduction in federal and state income taxes that may
be realized by the Executive as a result of such repayment (after
giving effect to the deduction of all other amounts deductible by the
Executive for federal and state income taxes) is less than the amount
of federal and state income tax previously paid by the Executive on
the amount so repaid.


                         Date of Termination           Percentage
                                                       
                         on or before 12/31/97            25%
                         01/01/98 - 12/31/98              50%
                         01/01/99 - 12/31/99              75%

If the termination is effected after December 31, 1999, there shall be
no repayment of the Equalization Payment.

If it is subsequently determined that the Company did not have Cause
for termination, then the Company's decision to terminate shall be
deemed to have been made under Paragraph 4(c), and the Executive shall
be entitled to receive the amounts payable under Paragraph 5(c) (and
any Equalization Payment repayment made by the Executive shall
promptly be refunded to the Executive with interest at five percent
(5%) accruing from the date of the repayment to the date of refund. 
If the Executive serves notice challenging the determination of Cause
made by the Company, repayment of a portion of the Equalization
Payment shall be delayed until a determination of the arbitrator in
accordance with Paragraph 9 hereof.  To the extent the arbitrator
upholds the Company's finding of Cause, the Executive shall promptly
make the necessary Equalization Payment repayment with interest at
five percent (5%) accruing from the date of termination to the date of
repayment.

     c.  Other than Death or Disability or Cause:  If the Company
terminates the Executive's employment during the Term for any reason
other than Death or Disability, or Cause, or the Executive terminates
for Good Reason, the Term shall terminate on the date of such
termination without further obligation to the Executive other than
(A) Accrued Obligations (B) payment of any amounts due pursuant to the
terms of any applicable stock option (or other equity-based) plan of
the Company or any welfare or pension benefit plan of the Company as
of the date of termination or which by their specific terms extend
beyond such date of termination, (C) payment to the Executive, within
thirty (30) days of the date of termination, of a lump sum equal to
the product of two (2) times the Executive's then current base salary,
(D) subject to the terms of the applicable plans (or equivalent
substitute(s) (on a fully grossed up after tax basis) if the plan(s)
prohibit participation by ex-employees), continuation of the benefits
provided in Paragraphs 3(d), 3(e), and 3(f) of this Agreement for two
(2) years following the date of termination (or such shorter period as
shall terminate on the date that the Executive shall commence his next
employment), (E) payment of any amount of the Equalization Payment not
then paid, together with interest thereon, if any, and (F) payment of
Indemnification/Insurance Payments.  The Company shall be obligated to
make the foregoing payments and to provide the foregoing benefits upon
the Executive and the Company signing a mutual release of all claims
against the other, substantially in the form attached as Exhibit B;
such release shall not affect the Executive's rights (x) under the
Consolidated Omnibus Budget Reconciliation Act of 1986 ('COBRA'),
(y) any conversion rights under any applicable life insurance policies
and (z) any rights with respect to Indemnification/Insurance Payments.

     d.  Termination by Executive:  If the Executive terminates his
employment for any reason other than for Good Reason, as defined in
Paragraph 4(d), the Term shall terminate without further obligation to
the Executive on the date of such termination and no further payments
or benefits of any kind, including salary, bonuses and any unpaid
amount of the Equalization Payment, shall be payable to the Executive,
other than for (A) Accrued Obligations and (B) the payments and
benefits provided in Paragraph 5(f).  If such termination occurs on or
before December 31, 1999, and if the percentage of the Equalization
Payment then paid by the Company to the Executive exceeds the
percentage determined below with respect to the date of termination,
then the Executive shall repay to the Company in cash an amount equal
to such excess value, together with any interest thereon paid by the
Company to the Executive (assuming for the purpose of this paragraph
that the amount of the Equalization Payment is so repaid in the
reverse order as received by the Executive); provided that (x) the
aggregate amount so repaid by the Executive to the Company shall not
exceed the aggregate amount of the Equalization Payment then paid by
the Company to the Executive, together with any interest thereon paid
by the Company to the Executive, and (y) if the Executive uses his
best efforts to make the repayment deductible for purposes of federal
and state income tax, after consulting with the Company (but the
Executive may in his good faith judgment determine whether a position
should be taken in any tax return that would subject him to penalties
and, if he elects to obtain an opinion of counsel with respect to any
position as to which there is substantial doubt, the reasonable fees
and expenses of such counsel shall be reduced from the amount to be
refunded), the amount of each such repayment made by the Executive to
the Company in cash will be reduced in the amount, if any, by which
the reduction in federal and state income taxes that may be realized
by the Executive as a result of such repayment (after giving effect to
the deduction of all other amounts deductible by the Executive for
federal and state income taxes) is less than the amount of federal and
state income tax previously paid by the Executive on the amount so
repaid.


                         Date of Termination           Percentage
                                                       
                         on or before 12/31/97            25%
                         01/01/98 - 12/31/98              50%
                         01/01/99 - 12/31/99              75%

     e.  Non-Renewal of Agreement:  If the parties do not renew this
Agreement following the expiration of the Term, the Company shall not
have any further obligation to the Executive, other than for
(A) Accrued Obligations, (B) severance at the same level given to
other senior executives of the Company and (C) the payments and
benefits provided in Paragraph 5(f).

     f.  Exclusive Remedy:  Except for the payments and benefits
provided in this Paragraph 5, the Executive acknowledges and agrees
that upon termination of the Term, he shall have no other claims
against, and be entitled to no other payments or benefits from, the
Company under this Agreement or pursuant to the Company's policies and
plans, other than (A) the Growth Share Plan, (B) the Executive's
rights under COBRA, (C) any conversion rights under any applicable
life insurance policies, (D) payment of any amounts due pursuant to
the terms of any stock option (or other equity-based) plan of the
Company or any welfare or pension benefit plan of the Company as of
the date of termination or which by their specific terms extend such
date of termination and (E) rights with respect to
Indemnification/Insurance Payments.  In no event shall the Executive
be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and such amounts shall not be reduced
whether or not the Executive obtains other employment.

6.  SPECIAL TAX PROVISION:

     a.  Anything in this Agreement to the contrary notwithstanding,
in the event that the Executive receives any amount or benefit
(collectively, the 'Covered Payments') (whether pursuant to the terms
of this Agreement, the Growth Share Plan or any other plan,
arrangement or agreement with the Company, any person whose actions
result in a change of ownership or effective control covered by
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended
(the 'Code') or any person affiliated with the Company or such person)
that is or becomes subject to the excise tax imposed by or under
Section 4999 of the Code (or any similar tax that may hereafter be
imposed) and/or any interest or penalties with respect to such excise
tax (such excise tax, together with such interest and penalties, is
hereinafter collectively referred to as the 'Excise Tax') by reason of
the application of Section 280G(b)(2) of the Code, the Company shall
pay to the Executive an additional amount (the 'Tax Reimbursement
Payment') such that after payment by the Executive of all taxes
(including, without limitation, any interest or penalties and any
Excise Tax imposed on or attributable to the Tax Reimbursement Payment
itself), the Executive retains an amount of the Tax Reimbursement
Payment equal to the sum of (i) the amount of the Excise Tax imposed
upon the Covered Payments, and (ii) without duplication, an amount
equal to the product of (A) any deductions disallowed for federal,
state or local income tax purposes because of the inclusion of the Tax
Reimbursement Payment in Executive's adjusted gross income, and (B)
the highest applicable marginal rate of federal, state or local income
taxation, respectively, for the calendar year in which the Tax
Reimbursement Payment is made or is to be made.  The intent of this
Paragraph 6 is that after the Executive pays federal, state and local
income taxes and any payroll taxes, the Executive will be in the same
position as if the Executive were not subject to the Excise Tax under
Section 4999 of the Code and did not receive the extra payments
pursuant to this Paragraph 6, and this Paragraph 6 shall be
interpreted accordingly.

     b.  Except as otherwise provided in Paragraph 6(a), for purposes
of determining whether any of the Covered Payments will be subject to
the Excise Tax and the amount of such Excise Tax, such Covered
Payments will be treated as 'parachute payments' (within the meaning
of Section 280G(b)(2) of the Code) and such payments in excess of the
Code Section 280G(b)(3) 'base amount' shall be treated as subject to
the Excise Tax, unless, and except to the extent that, the Company's
independent certified public accountants or legal counsel (reasonably
acceptable to the Executive) appointed by such public accountants (or,
if the public accountants decline such appointment and decline
appointing such legal counsel, such independent certified public
accountants as promptly mutually agreed on in good faith by the
Company and the Executive) (the 'Accountant'), deliver a written
opinion to the Executive, reasonably satisfactory to the Executive's
legal counsel, that, in the event such reporting position is contested
by the Internal Revenue Service, there will be a more likely than not
chance of success with respect to a claim that the Covered Payments
(in whole or in part) do not constitute 'parachute payments,'
represent reasonable compensation for services actually rendered
(within the meaning of Section 280G(b)(4) of the Code) in excess of
the 'base amount' allocable to such reasonable compensation, or such
'parachute payments' are otherwise not subject to such Excise Tax
(with appropriate legal authority, detailed analysis and explanation
provided therein by the Accountant); and the value of any Covered
Payments which are non-cash benefits or deferred payments or benefits
shall be determined by the Accountant in accordance with the
principles of Section 280G of the Code.

     c.  For purposes of determining the amount of the Tax
Reimbursement Payment, the Executive shall be deemed to pay federal,
state and/or local income taxes at the highest applicable marginal
rate of income taxation for the calendar year in which the Tax
Reimbursement Payment is made or is to be made, and to have otherwise
allowable deductions for federal, state and local income tax purposes
at least equal to those disallowed due to the inclusion of the Tax
Reimbursement Payment in the Executive's adjusted gross income.

     d.  (i)  (A)  In the event that prior to the time the Executive
has filed any of the Executive's tax returns for a calendar year in
which Covered Payments are made, the Accountant determines, for any
reason whatsoever, the correct amount of the Tax Reimbursement Payment
to be less than the amount determined at the time the Tax
Reimbursement Payment was made, the Executive shall repay to the
Company, at the time that the amount of such reduction in the Tax
Reimbursement Payment is determined by the Accountant, the portion of
the prior Tax Reimbursement Payment attributable to such reduction
(including the portion of the Tax Reimbursement Payment attributable
to the Excise Tax and federal, state and local income taxes imposed on
the portion of the Tax Reimbursement Payment being repaid by the
Executive, using the assumptions and methodology utilized to calculate
the Tax Reimbursement Payment (unless manifestly erroneous)), plus
interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code.

               (B)  In the event that the determination set forth in
(A) above is made by the Accountant after the filing by the Executive
of any of the Executive's tax returns for a calendar year in which
Covered Payments are made, the Executive shall file at the request of
the Company an amended tax return in accordance with the Accountant's
determination, but no portion of the Tax Reimbursement Payment shall
be required to be refunded to the Company until actual refund or
credit of such portion has been made to the Executive, and interest
payable to the Company shall not exceed the interest received or
credited to the Executive by such tax authority for the period it held
such portion (less any tax the Executive must pay on such interest and
which the Executive is unable to deduct as a result of payment of the
refund).

               (C)  In the event the Executive receives a refund
pursuant to (B) above and repays such amount to the Company, the
Executive shall thereafter file for any refunds or credits that may be
due to Executive by reason of the repayments to the Company.  The
Executive and the Company shall mutually agree upon the course of
action, if any, to be pursued (which shall be at the expense of the
Company) if the Executive's claim for such refund or credit is denied.

          (ii)  In the event that the Excise Tax is later determined
by the Accountant or the Internal Revenue Service to exceed the amount
taken into account hereunder at the time a Tax Reimbursement Payment
was made (including by reason of any payment the existence or amount
of which could not be determined at the time of the earlier Tax
Reimbursement Payment), the Company shall make an additional Tax
Reimbursement Payment in respect of such excess (plus any interest or
penalties payable with respect to such excess) once the amount of such
excess is finally determined.

          (iii)  In the event of any controversy with the Internal
Revenue Service (or other taxing authority) under this Paragraph 6,
subject to the second sentence of subparagraph (i)(C) above, Executive
shall permit the Company to control issues related to this Paragraph 6
(at its expense), provided that such issues do not potentially
materially adversely affect the Executive, but the Executive shall
control any other issues.  In the event the issues are interrelated,
the Executive and the Company shall in good faith cooperate so as not
to jeopardize resolution of either issue.  In the event of any
conference with any taxing authority as to the Excise Tax or
associated income taxes, the Executive shall permit the representative
of the Company to accompany the Executive, and the Executive and his
representative shall cooperate with the Company and its
representative.

          (iv)  With regard to any initial filing for a refund or any
other action required pursuant to this Paragraph 6 (other than by
mutual agreement) or, if not required, agreed to by the Company and
the Executive, the Executive shall cooperate fully with the Company,
provided that the foregoing shall not apply to actions that are
provided herein to be at the Executive's sole discretion.

     e.  The Tax Reimbursement Payment, or any portion thereof,
payable by the Company shall be paid not later than the fifth day
following the determination by the Accountant, and any payment made
after such fifth day shall bear interest at the rate provided in Code
Section 1274(b)(2)(B) to the extent and for the period after such
fifth day that Executive has an obligation to make payment or
estimated payment of the Excise Tax.  The Company shall use its best
efforts to cause the Accountant to promptly deliver the initial
determination required hereunder with respect to Covered Payments paid
or payable in any calendar year; if the Accountant's determination is
not delivered within ninety (90) days after Covered Payments are paid
or distributed, the Company shall pay the Executive the Tax
Reimbursement Payment set forth in an opinion from counsel recognized
as knowledgeable in the relevant areas selected by Executive, and
reasonably acceptable to the Company, within five (5) days after
delivery of such opinion.  The Company may withhold from the Tax
Reimbursement Payment and deposit into applicable taxing authorities
such amounts as they are required to withhold by applicable law.  To
the extent that the Executive is required to pay estimated or other
taxes on amounts received by the Executive beyond any withheld
amounts, the Executive shall promptly make such payments.  The amount
of such payment shall be subject to later adjustment in accordance
with the determination of the Accountant as provided herein.

     f.  The Company shall be responsible for (i) all charges of the
Accountant, (ii) if subparagraph (e) is applicable, the reasonable
charges for the opinion given by the Executive's legal counsel, and
(iii) all reasonable charges in connection with the preparation and
filing of any amended tax returns on behalf of the Executive requested
by the Company, required hereunder, or required by applicable law. 
The Company shall gross-up for tax purposes any income to the
Executive arising pursuant to this subparagraph (f) so that the
economic effect to the Executive is the same as if the benefits were
provided on a non-taxable basis.

     g.  The Executive and the Company shall mutually agree on and
promulgate further guidelines in accordance with this Paragraph 6 to
the extent that, if any, necessary to effect the reversal of excessive
or shortfall Tax Reimbursement Payments.  The foregoing shall not in
any way be inconsistent with Paragraph 6(d)(i)(C).

7.  CONFIDENTIAL INFORMATION:  During and after the Term, the
Executive shall not use or disclose any secret, confidential, and/or
proprietary information, knowledge, or data relating to the Company,
any of its subsidiaries or any of the other affiliates of the Company,
present and future, and their respective businesses, which shall have
been obtained by the Executive during his employment by the Company,
any of its subsidiaries or any of the other affiliates of the Company
and which shall not be or become public knowledge (other than by acts
by the Executive or his representatives in violation of this
Agreement) provided that the Executive may, (a) while employed by the
Company, disclose such information, knowledge, or data as he in good
faith deems appropriate and (b) otherwise comply with legal process,
so long as Executive gives prompt notice to the Company of any
required disclosure and reasonably cooperates (without being required
to incur any expense or subject himself to sanction or penalty) with
the Company if the Company determines to oppose, challenge, or quash
the legal process.

8.  NONSOLICITATION:  The Executive agrees that during the Term of
this Agreement and for a period of one (1) year following the
termination of the Term, he will not, directly or indirectly,
knowingly solicit on behalf of any such entity any employee of the
Company, any of its subsidiaries or any of its other affiliates,
present or future (while an affiliate), who is being compensated at a
rate of Fifty Thousand Dollars ($50,000.00) or more per year as an
employee of the Company, any of its subsidiaries, or any of its other
affiliates, present or future, to work for any individual or firm then
in competition with the business of the Company, any of its
subsidiaries or any other affiliate of the Company, present or future. 
The Executive may give references with respect to such employees.

9.  SUCCESSORSHIP:  This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and permitted assigns
and any such successor or permitted assignee shall be deemed
substituted for the Company under the terms of this Agreement for all
purposes.  As used herein, 'successor' and 'assignee' shall be limited
to any person, firm, corporation, or other business entity which at
any time, whether by purchase, merger, or otherwise, directly or
indirectly acquires the stock of the Company or to which the Company
assigns this Agreement by operation of law or otherwise in connection
with any sale of all or substantially all of the assets of the
Company, provided that any successor or permitted assignee promptly
assumes in a writing delivered to the Executive this Agreement and, in
no event, shall any such succession or assignment release the Company
from its obligations hereunder.

10.  ARBITRATION:  Any and all controversies, claims, or disputes
arising out of or in any way relating to this Agreement or the
termination thereof shall be resolved by final and binding arbitration
in New York, New York before a single arbitrator in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association (the 'AAA').  The arbitration shall be commenced by filing
a demand for arbitration with the AAA within eighteen (18) months
after the occurrence of the facts giving rise to any such controversy,
claim, or dispute.  The arbitrator shall decide all issues relating to
arbitrability.  The costs of such arbitration, including the
arbitrator's fees, shall be split evenly between the parties to the
arbitration.  Each party to the arbitration shall be responsible for
the payment of its own attorneys' fees, provided that, if the
Executive prevails as to any matter in any such arbitration, the
Company shall pay the reasonable attorneys' fees incurred by the
Executive in connection with those matters on which he prevails, in an
amount to be determined by the arbitrator.

11.  GOVERNING LAW:  The provisions of this Agreement shall be
construed in accordance with, and governed by, the laws of the State
of New York without regard to principles of conflict of laws.

12.  SAVINGS CLAUSE:  If any provision of this Agreement or the
application thereof is held invalid, the invalidity shall not affect
other provisions or applications of the Agreement which can be given
effect without the invalid provisions or applications and to this end
the provisions of this Agreement are declared to be severable.

13.  WAIVER OF BREACH:  No waiver of any breach of any term or
provision of this Agreement shall be construed to be, nor shall be, a
waiver of any other breach of this Agreement.  No waiver shall be
binding unless in writing and signed by the party waiving the breach.

14.  MODIFICATION:  No provision of this Agreement may be amended,
modified, or waived except by written agreement signed by the parties
hereto.

15.  ASSIGNMENT OF AGREEMENT:  The Executive acknowledges that his
services are unique and personal.  Accordingly, the Executive may not
assign his rights or delegate his duties or obligations under this
Agreement to any person or entity; provided, however, that payments
may be made to the Executive's estate or beneficiaries as expressly
set forth herein.

16.  ENTIRE AGREEMENT:  This Agreement is an integrated document and
constitutes and contains the complete understanding and agreement of
the parties with respect to the subject matter addressed herein, and
supersedes and replaces all prior negotiations and agreements, whether
written or oral, concerning the subject matter hereof.

17.  CONSTRUCTION:  Each party has cooperated in the drafting and
preparation of this Agreement.  Hence, in any construction to be made
of this Agreement, the same shall not be construed against any party
on the basis that the party was the drafter.  The captions of this
Agreement are not part of the provisions and shall have no force or
effect.

18.  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 addresses set forth below (or at such other
addresses as shall be specified by the parties by like notice).  Such
notices, demands, claims, and other communications shall be deemed
given:

     a.  in the case of delivery by overnight service with guaranteed
next day delivery, such next day or the day designated for delivery;

     b.  in the case of certified or registered United States mail,
five days after deposit in the United States mail; or

     c.  in the case of facsimile, the date upon which the
transmitting party received confirmation of receipt by facsimile,
telephone, or otherwise; and

     d.  in the case of personal delivery, when received.

Communications that are to be delivered by the United States mail or
by overnight service are to be delivered to the addresses set forth
below:

                         (1)   To the Company:

                               Qwest Holding Corporation
                               555 Seventeenth Street
                               Denver, Colorado 80202
                               Attention:  Chairman of the Board

                         (2)   To the Executive:

                               Joseph P. Nacchio
                               1 Manor Hill Drive
                               Mendham, New Jersey  07945


Each party, by written notice furnished to the other party, may modify
the acceptable delivery address, except that notice of change of
address shall be effective only upon receipt.  In the event that the
Company is aware that the Executive is not at the location when notice
is being given, notice shall be deemed given when received by the
Executive, whether at the aforementioned location or at another
location. 

19.  TAX WITHHOLDING:  The Company may withhold from any amounts
payable under this Agreement such federal, state, or local taxes as
shall be required to be withheld pursuant to any applicable law or
regulation.

20.  REPRESENTATION:  The Executive represents that he is
knowledgeable and sophisticated as to business matters, including the
subject matter of this Agreement, that he has read this Agreement and
that he understands its terms.  The Executive acknowledges that, prior
to assenting to the terms of this Agreement, he has been given a
reasonable time to review it, to consult with counsel of his choice,
and to negotiate at arm's-length with the Company as to its contents. 
The Executive and the Company agree that the language used in this
Agreement is the language chosen by the parties to express their
mutual intent, and that they have entered into this Agreement freely
and voluntarily and without pressure or coercion from anyone.




             [Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company and the Executive, intending to be
legally bound, have executed this Agreement on the day and year first
above written.

QWEST HOLDING CORPORATION

    
     /s/
By:____________________________
Name:
Title:


JOSEPH P. NACCHIO

/s/
_______________________________

                              SCHEDULE 1


                                                           Value

1.     Unmatured Long-Term Awards                     $   673,804


2.     Non-Qualified Pension                            2,514,721


3.     Stock Options                                    2,783,913


4.     'Earnings' on Deferred                           4,211,419
       Compensation Account


5.     Restricted Shares                                  675,503


6.     Ayco Fee                                            90,640


7.     1996 Short Term Award                              350,000
       (payable March 1997)
                                                      $11,300,000
                                                                      
                          AMENDMENT NO. 1
                                                                       
                                  TO

                         EMPLOYMENT AGREEMENT


AMENDMENT NO. 1 (the 'Amendment') to Employment Agreement dated as of
December 21, 1996 (the 'Agreement') is made and entered into as of the
3rd day of January, 1997 by and between Qwest Holding Corporation, a
Colorado corporation, having its principal executive offices in
Denver, Colorado (the 'Company'), and Joseph P. Nacchio, residing at 1
Manor Hill Drive, Mendham, New Jersey  07945 (the 'Executive'). 
Capitalized terms not otherwise defined in this Amendment have the
respective meanings assigned in the Agreement.

WHEREAS, Former Employer has agreed to extend to April 3, 1997 the
date on which the vested stock options of the Executive will be
cancelled by reason of the termination of his employment with Former
Employer, the commencement of his employment with the Company or the
performance of his duties to the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth below, the Company and the Executive hereby agree as
follows:

     1.     WAIVER OF PARAGRAPH 2(G)(ii):  The Executive shall not be
required by Paragraph 2(g)(ii) of the Agreement to exercise any or all
of the vested stock options for shares of common stock of Former
Employer promptly following the termination of the Executive's
employment with AT&T Corp., or at any other time.

     2.     AMENDMENT TO PARAGRAPH 3(B):  The second paragraph of
Paragraph 3(b) of the Agreement is hereby amended and restated in its
entirety as follows:

          The Equalization Payment shall be redetermined on March 21,
1997.  The remaining installments of the Equalization Payment shall be
reduced or increased (in each case in the order of payment) in an
aggregate amount equal to the product obtained by multiplying (i) the
sum of (a) the number of shares of common stock of Former Employer
issued to the Executive upon the exercise of vested stock options
during the period from January 6, 1997 through March 21, 1997 at
exercise prices equal to or less than the closing prices per share of
Former Employer on the trading days immediately preceding the
respective dates of exercise plus (b) the number of shares of common
stock of Former Employer issuable upon the exercise by the Executive
of vested stock options held by the Executive at the close of business
on March 21, 1997 and having exercise prices equal to or less than the
closing price per share of the common stock of Former Employer on
March 20, 1997 times (ii) the amount by which the closing price per
share of the common stock of Former Employer on March 21, 1997 is
greater than or less than, respectively, an amount per share equal to
the weighted average exercise price of the stock options referred to
in the preceding clause (i).

     3.  GOVERNING LAW:  The provisions of this Amendment shall be
construed in accordance with, and governed by, the laws of the State
of New York without regard to principles of conflicts of laws.

     4.  CONTINUING EFFECT:  Except as expressly provided in this
Amendment, the terms and provisions of the Agreement shall continue in
full force and effect.  Hereafter, the term 'Agreement' shall refer to
the Agreement, as amended by this Amendment.

     5.  ENTIRE AGREEMENT:  This Amendment is an integrated document
and constitutes and contains the complete understanding and agreement
of the parties with respect to the subject matter addressed herein,
and supersedes and replaces all prior negotiations and agreements,
whether written or oral, concerning the subject matter hereof.

     6.  CONSTRUCTION:  Each party has cooperated in the drafting and
preparation of this Amendment.  Hence, in any construction to be made
of this Amendment, the same shall not be construed against any party
on the basis that the party was the drafter.  The captions of this
Amendment are not part of the provisions and shall have no force or
effect.



           [Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company and the Executive, intending to be
legally bound, have executed this Amendment on the day and year first
above written.

QWEST HOLDING CORPORATION



By: /s/________________________
Name:    Philip F. Anschutz
Title:      Chairman


JOSEPH P. NACCHIO


/s/____________________________

Exhibit A
                       QWEST HOLDING CORPORATION

                     GROWTH SHARE PLAN AGREEMENT


                            THIS AGREEMENT is made and entered into as of
January 1, 1997, by and between Qwest Holding Corporation  (the
'Company') and Joseph P. Nacchio (the 'Participant').

                            WHEREAS, the Company has adopted the Qwest
Holding Corporation Growth Share Plan, as amended effective October 1,
1996 (the 'Plan'), and

                            WHEREAS, the Plan requires that an Agreement
be entered into between the Company and the Participant setting out
certain terms and benefits of the Plan as they apply to the
Participant;

                            NOW, THEREFORE, the Company and the
Participant hereby agree as follows:

                            1.   The Plan is hereby incorporated into and
made a part of this Agreement as though set forth in full herein. 
Capitalized terms that are used herein shall have the meanings
assigned to such terms by the Plan, unless another definition is
specified in this Agreement.  The parties shall be bound by, and have
the benefit of, each and every provision of the Plan, including but
not limited to the provisions relating to amendment and termination of
the Plan which are set forth in the Plan.  Certain provisions
contained in the Plan are modified by the terms and provisions of this
Agreement.  In the event of any conflict between the terms of this
Agreement and the Plan, the provisions of this Agreement shall
prevail.  The Plan and this Agreement are intended to provide to the
Participant the benefits of a stock appreciation right with respect to
the Growth Shares granted hereunder.

                            2.   The beginning of the Performance Cycle
for Growth Shares granted under this Agreement will be January 1,
1997.

                            3.   The end of the Performance Cycle for
Growth Shares granted under this Agreement will be December 31, 2001.

                            4.   The Participant is hereby granted
300,000 Growth Shares under this Agreement.  The total number of
Growth Shares available for issuance shall at no time exceed
10,000,000 Growth Shares.

                            5.   The Beginning Company Value for the
purpose of determining the value of the grant, determined as of
January 1, 1997, is $1,000,000,000 (one billion dollars)  The parties
agree that neither party has made any representations or warranties to
the other party with respect to the amount of the Beginning Company
Value or the Ending Company Value, respectively.  The parties also
acknowledge that the actual value of the Company, or that the value of
the assets of the Company less its liabilities, in each case as of
January 1, 1997, may be more or less than the Beginning Company Value
stated above.

                            6.   (a)  Except as set forth below in
subparagraphs (b) and (c) below, Growth Shares granted under this
Agreement will vest according to the following schedule:


Period of Time (Years)
Since January 1, 1997          Annual Vesting    Cumulative Vesting

                                            
1                              20%                20%
2                              20%                40%
3                              20%                60%
4                              20%                80%
5                              20%               100%

        (b)  If the Participant's employment with the Company is
terminated by the Company for any reason other than 'Cause' (as
defined in the Employment Agreement between the Company and the
Participant dated as of December 21, 1996 (the 'Employment
Agreement')), or if the Participant terminates his employment for
'Good Reason' (as defined in the Employment Agreement), the
Participant shall Vest in one-twelfth of the 20% of the Growth Shares
subject to annual vesting for the calendar year of termination for
each full month of employment by the Company during such calendar
year.  The definition of 'Cause' contained in the Plan shall be
replaced by the definition of 'Cause' contained in Paragraph 4(b) of
the Employment Agreement.

        (c)  If the Participant's employment with the Company
terminates because of the Participant's death, 'Disability' (as
defined in the Employment Agreement) or Retirement, the Participant
shall be 100% Vested with respect to his Growth Shares.  The
definition of 'Permanent Disability' in the Plan shall be replaced by
the foregoing definition of 'Disability'.

        (d)  Sections 7.3 and 7.4 and the third sentence of Section
8.2 of the Plan shall not apply to the Participant with respect to his
Growth Shares.  The Growth Shares of the Participant shall not be
subject to forfeiture pursuant to such provisions.

        (e)  Notwithstanding the provisions of Section 7.2 of the
Plan, the Participant shall not become 100% Vested in his Growth
Shares upon the occurrence of a Change of Control unless, following
the Change of Control, the Participant's employment with the Company
is terminated by the Company without 'Cause' or the Participant
terminates his employment for 'Good Reason' (as defined in the
Employment Agreement, provided that the occurrence of a 'Change of
Control' shall not constitute 'Good Reason' for purposes of this
subparagraph 6(e)).  Upon the occurrence of a Change of Control, the
Growth Shares of the Participant will remain subject to the Vesting
provisions of Section 7 of the Plan, as amended or modified by this
Paragraph 6.

   7.   If the Participant's employment with the Company is
terminated for 'Cause,' the Participant shall forfeit the Growth
Shares that are not vested in accordance with the provisions of
paragraph 6 above and shall become entitled to payment with respect to
his Vested Growth Shares based upon the Ending Company Value
determined as of the end of the immediately preceding calendar year. 
Ending Company Value shall be determined in accordance with Section
8.1 of the Plan and payment shall be made in accordance with the
remaining provisions of Section 8, as modified by this Agreement. 
Ending Company Value shall be determined as soon as practicable
following the date of the Participant's termination of employment, but
in no event later than 90 days after the date of termination.

   8.   The definition of 'Change of Control' contained in the Plan
shall be replaced by the definition of Change of Control contained in
Paragraph 4(d)(4) of the Employment Agreement.

   9.   The provisions of clauses (ii) and (iii) of Section 2.1(x)
of the Plan, whereby a termination of the Plan or a Change of Control
constitutes a Triggering Event, shall not apply with respect to the
Participant's Growth Shares. 

   10.  In addition to the events set forth in Section 2.1(x) of the
Plan, the following shall also constitute a 'Triggering Event':   The
payment of dividends or other distributions with respect to the
outstanding stock of the Company (other than such dividends or
distributions with respect to the outstanding stock of the Company
that are not, in the aggregate, in excess of the amount of equity
contributions to the capital of the Company, whether in the form of
capital contributions, purchases of stock, or otherwise, made by
Anschutz Company, its affiliates or another equity investor in the
Company subsequent to the Effective Date) subsequent to the date as of
which Beginning Company Value is determined for a grant of Growth
Shares that exceed, in the aggregate, the greater of (a) $200,000,000
or (b) 50% or more of the sum of (i) the greater of the Beginning
Company Value with respect to that grant of Growth Shares or the
Appraised Value of the Company pursuant to subsection 2.1(c), if any,
subsequent to the grant of such Growth Shares, plus (ii) the increase
in the Company's retained earnings since the date of grant of the
Growth Shares or the date as of which Appraised Value was calculated
if Appraised Value is the greater amount under (i) above.  The Board
may cause a determination of Appraised Value to be made for purposes
of this provision at any time.

   11.  In the case of a Triggering Event described above in
Paragraph 10 of this Agreement, the Ending Company Value will be the
Appraised Value of the Company as of the last day of the month
immediately prior to or coincident with the date on which such
dividend is paid, provided, however, that if all classes of the
Company's outstanding common equity securities are traded on an
established securities market as of the time Ending Company Value is
to be determined and the Company is subject to the reporting and
disclosure requirements of the Exchange Act, the Ending Company Value
will be determined by multiplying the per share Market Value of such
outstanding equity securities on the date of the Triggering Event by
the total number of such securities outstanding at the time of the
Triggering Event.

   12.  The following provision shall be added to Section 6 of the
Plan and shall apply to the Participant's Growth Shares:

        6.4  Adjustment of Number of Growth Shares.  Upon
   changes in the outstanding common stock of the Company by
   reason of a merger, consolidation (whether or not the
   Company is the surviving corporation), a combination or
   exchange of shares, separation, reorganization or
   liquidation, the aggregate number of Growth Shares available
   under the Plan for awards and the outstanding Growth Share
   grants shall, in each case, be correspondingly adjusted by
   the Board in order to equitably reflect any such changes.

   13.  The following provisions shall be added to Section 7.2 of
the Plan and shall apply to the Participant's Growth Shares:

   Upon the occurrence of a Triggering Event described above in
   Paragraph 10 of this Agreement, the Participant shall become
   100% Vested in a percentage of his Growth Shares equal to
   the percentage of Ending Company Value distributed to the
   shareholders of the Company in the form of dividends, as
   described in Paragraph 10 of this Agreement.  The remaining
   Growth Shares of the Participant, in such an event, shall
   remain subject to the other Vesting provisions of the Plan,
   as modified by this Agreement.

   14.  The next to the last sentence of Section 8.1 of the Plan
shall be replaced by the following sentence with respect to the
Participant's Growth Shares:

   For purposes of clause (C) above, a merger or other
   reorganization where the shareholders of the Company
   immediately prior to the transaction own more than 50% of
   the surviving entity in approximately the same proportions
   as they owned of the Company immediately prior to the
   transaction shall be treated as the acquisition of assets
   for Company stock.

   15.  Notwithstanding the other provisions of Section 8 of the
Plan, in the case of a Triggering Event described above in Paragraph
10 of this Agreement, the amount payable initially with respect to
Vested Growth Shares shall be a percentage of the value determined in
accordance with Section 8.1 of the Plan, with such percentage being
equal to the percentage of the Ending Company Value distributed to the
shareholders of the Company in the form of dividends or otherwise that
serves as the Triggering Event.  In such a case, the Participant's
Growth Shares shall remain subject to the provisions of the Plan and
this Agreement and any further payment with respect to such Growth
Shares, if any, shall be made in accordance with the applicable
provisions of the Plan and this Agreement.

   16.  Notwithstanding the provisions of Section 8.3 of the Plan,
payment to the Participant with respect to his Growth Shares shall be
made in cash (unless the Participant agrees otherwise) unless, at the
time of the Triggering Event, the shares of the Company's common stock
satisfy the requirements of Section 8.4(b) of the Plan, in which case
the provisions of Section 8.4(b) of the Plan shall apply with respect
to the payment for the Participant's Growth Shares.  Payment to the
Participant, in cash or in shares of the Company's Common Stock, as
applicable, shall be made no later than thirty (30) days after the
final determination of the value of the Participant's Growth Shares.

   17.  The provisions of Section 13 of the Plan shall be replaced
in their entirety by the following:

        The Board may at any time terminate, and from time to
   time may amend or modify the Plan.  Upon termination of the
   Plan, no further Growth Shares shall be issued, but the
   provisions of the Plan shall remain applicable to all Growth
   Shares then outstanding at the time of Plan termination.  No
   amendment, modification or termination of the Plan shall in
   any manner adversely affect any Growth Shares theretofore
   granted under the Plan, without the consent of the
   Participant holding such Growth Shares.

   18.  Notwithstanding the provisions of Section 3 of the Plan, if
any dispute arises between the Participant and the Company with
respect to the meaning or interpretation of the Plan or this
Agreement, such dispute shall be resolved on a de novo basis pursuant
to the arbitration provisions contained in Section 9 of the Employment
Agreement.

   19.  If the shares of the Company's common stock are actively
traded on an established securities market and the Company is subject
to the reporting and disclosure requirements of the Securities
Exchange Act of 1934, as amended, as provided in Section 8.4(b) of the
Plan, the Participant may elect to receive payment for up to 20% of
his Vested Growth Shares in shares of the Company's common stock in
accordance with the provisions of this Paragraph.  The Participant may
exercise his election to receive payment for up to 20% of his Vested
Growth Shares (taking into account any prior payments made pursuant to
this Paragraph) by delivering written notice of such election to the
Board during the period beginning on the third business day following
the date of release of the Company's quarterly financial data and
ending on the twelfth business day following such date (the 'Window
Period').  The election shall specify the number of Growth Shares with
respect to which the Participant has elected to receive payment.  The
amount of payment to be received by the Participant with respect to
such Growth Shares shall be based upon the provisions of Section 8.1
of the Plan, with the Ending Company Value determined by taking the
average of the mean between the bid and the asked prices of the
Company's common stock, or the closing price, as applicable, on the
principal stock exchange on which such common stock is traded, over
the trading days included within the Window Period.  The Company shall
cause a certificate covering the nearest whole number of shares of the
Company's common stock with a value so determined to be issued and
delivered to the Participant as soon as reasonably practicable
following the determination of the value of the Participant's Growth
Shares in accordance with the provisions of this Paragraph.  The
Vested Growth Shares for which the Participant receives payment under
this Paragraph shall be canceled and the Participant shall be entitled
to no further payments under the Plan with respect to such canceled
Growth Shares.

   20.  The provisions of Section 11 of the Plan shall not apply
with respect to the Participant's Growth Shares.

   21.  This Agreement shall inure to the benefit of, and be binding
upon, the Company, its successors and assigns, and the Participant and
his Beneficiaries.

   22.  This Agreement may be modified or amended only by means of a
written instrument executed by the parties hereto.

   IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first above written.

                            QWEST HOLDING CORPORATION


                            By:_________________________________


                            PARTICIPANT


                            ____________________________________
                               Joseph P. Nacchio

                DESIGNATION OF BENEFICIARY FOR PAYMENTS
                  DUE UNDER QWEST HOLDING CORPORATION
                           GROWTH SHARE PLAN

   The undersigned is a Participant in the Qwest Holding Corporation
Growth Share Plan, as amended effective October 1, 1996 (the 'Plan')
established by Qwest Holding Corporation (the 'Company').

   Pursuant to Section 10 of the Plan, the undersigned hereby
designates the following persons or entities as primary and secondary
beneficiaries and primary and secondary appointees as my legal
representative of any amount due to me under the Plan with respect to
the grant of Growth Shares effective as of January 1, 1997 and payable
by reason of my death or disability, respectively:

                                DEATH
Primary Beneficiary:

Name:                Address:                      Relationship:

_______________      ________________________      _________________
                     ________________________


Secondary (Contingent) Beneficiary:


Name:                Address:                      Relationship:

_______________      ________________________      _________________
                     ________________________


                             DISABILITY
Primary Appointee:


Name:                Address:                      Relationship:

_______________      ________________________      _________________
                     ________________________

Secondary (Contingent) Appointee:


Name:                Address:                      Relationship:

_______________      ________________________      _________________
                     ________________________

THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY OR APPOINTEE DESIGNATION IS
HEREBY RESERVED.  ALL PRIOR DESIGNATIONS (IF ANY) OF BENEFICIARIES AND
APPOINTEES, OF ANY KIND, ARE HEREBY REVOKED.

   The Company shall pay all sums payable under the Plan by reason of my
death to the Primary Beneficiary, if he or she survives me, and if no
Primary Beneficiary shall survive me, then to the Secondary Beneficiary, and
if no named beneficiary survives me, then the Company shall pay all amounts
in accordance with Section 10 of the Plan.  In the event that a named
beneficiary survives me and dies prior to receiving the entire amount
payable under the Plan, then and in that event, the remaining unpaid amount,
payable according to the terms of the Plan, shall be payable to the personal
representative of the estate of said deceased beneficiary, who survives me,
but dies prior to receiving the total amount due under the Plan.  This same
payment scheme shall apply to Primary and Secondary Appointees except that
no amount payable under the Plan shall be paid to the estate of a Primary or
Secondary Appointee.  Should the Secondary Appointee not survive me and not
receive the full amount payable under the Plan, then such remaining amount
shall be payable to my guardian or conservator as appointed by a court of
competent jurisdiction.

   IN WITNESS WHEREOF, the undersigned has executed this document on the
day and year hereinafter indicated, in the presence of the witnesses
indicated below who each signed as witnesses in the presence of the
undersigned and each other.


                                      ________________________________
                                                           Name


                                      ________________________________
                                                         Signature

                                      ________________________________
                                                            Date
WITNESSES:


______________________________
                     Name

______________________________
                   Signature

______________________________
                      Name

______________________________
                   Signature



NOTE:    In preparing this Designation of Beneficiary, you should consult with
         your attorney to determine the appropriate method of designation
         consistent with your personal estate plan.

                                 EXHIBIT B

             SEPARATION AND GENERAL RELEASE AGREEMENT


     THIS SEPARATION AND GENERAL RELEASE AGREEMENT (the            
'Agreement') is made as of this ____ day of ______________, ____ by and 
between  [ABC], an individual residing at ______________ ('Mr.  ABC'), and 
Qwest  Holding Corporation, a Colorado corporation, having its principal 
executive  offices in Denver, Colorado ('Qwest').  In consideration of the 
mutual  agreements set forth below, Mr. ABC and Qwest hereby agree as
follows:

     1.   SEPARATION AS AN OFFICER, DIRECTOR, AND EMPLOYEE:  Mr.
ABC hereby acknowledges that, effective at the close of business on 
______________, he no longer holds the positions of President and Chief 
Executive Officer of Qwest, nor will he hold as of such date any other 
positions as an employee or officer of Qwest or any of its subsidiaries or
affiliated companies.  In addition, effective at the close of business on 
______________, Mr. ABC shall resign from his position as a Director of 
Qwest,  and from any other positions he holds as a director of Qwest's 
subsidiaries or affiliated companies.

      2.  RELEASE OF CLAIMS AGAINST QWEST:  For good and valuable
consideration, including the payments and benefits set forth in either 
Paragraphs 4 or 5 (as applicable) of the Employment Agreement between Mr. ABC 
and Qwest effective ______________, 199__ (the 'Employment Agreement'), which 
includes special enhancements to which Mr. ABC would not otherwise be entitled 
under current company policies, plans, and guidelines, Mr. ABC hereby 
knowingly, voluntarily, and willingly releases, discharges, and covenants 
not to sue Qwest and its direct and indirect parents, subsidiaries, affiliates,
and related companies, past and present, as well as each of its and their 
former  directors, officers, employees, Board of Directors and agents 
thereof, representatives, attorneys, trustees, insurers, assigns, successors,
 and agents, past and present (collectively hereinafter referred to as the 
'Releases'), from and with respect to any and all actions, claims, or lawsuits,
whether known or unknown, suspected or unsuspected, in law or in equity, which 
against the Releases, Mr. ABC, and his heirs, executors, administrators, 
successors, assigns, dependents, descendants, and attorneys ever had, now 
have, or hereafter can, shall or may have arising out of or in any way relating
 to Mr. ABC's employment by Qwest, his separation from that employment, his 
separation from Qwest, or his participation on the Board of Directors of 
Qwest, including without limitation the following:

     a.   any and all claims arising out of or in any way relating to breach 
of oral or  written employment contracts (whether such contracts were express 
or implied), or any and all tort claims;

     b.   any and all claims arising out of or in any way relating to age, 
race, sex, religion, national origin, disability, or other form of employment
discrimination, including without limitation any claims under Title VII of
the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act of 1967, as amended, the Americans with Disabilities
Act of 1990, the Employee Retirement Income Security Act of 1974, as
amended, the New Jersey Law Against Discrimination, the Colorado
Anti-Discrimination Act, or any other federal, state or local law,
ordinance, or administrative regulation; or

     c.   any and all claims for salary, bonus, severance pay, pension, 
vacation pay, life insurance, health or medical insurance, or any other fringe 
benefits, including payments or benefits under the Qwest Holding Corporation
Growth Share Plan other than the payments and benefits provided for in or
in accordance with the Employment Agreement and the Growth Share
Plan referred to therein.

provided that such release shall not affect Mr. ABC's rights (x) under the 
Consolidated Omnibus Budget Reconciliation Act of 1986, (y) any conversion 
rights under any applicable life insurance policies and (z) any rights with 
respect to Indemnification Payments (as defined in the Employment Agreement).

     3.   ADEA WAIVER OF CLAIMS:  Mr. ABC expressly acknowledges and agrees
that his release and waiver of rights and claims is knowing and voluntary, 
that by this Agreement he will receive compensation beyond that which he was 
already entitled to receive before entering into this Agreement, that he 
has been given a period of twenty-one (21) days within which to consider 
this Agreement, and that he elects to execute this Agreement on this 
date.  Mr. ABC shall have seven (7) days following the execution of this 
Agreement within which he may revoke this Agreement, and this Agreement shall 
not become effective or enforceable until such seven-day revocation 
period has expired.  To be effective, such revocation must be in writing and
delivered to counsel for Qwest on or before the last day of the seven-day 
revocation period.  Mr. ABC certifies that he understands and agrees to all of 
the terms of this Agreement, and has had an opportunity to discuss these 
terms with an attorney of his own choosing.  Mr. ABC further acknowledges 
that he has been advised previously by Qwest, and by this writing is again 
advised by Qwest, to consult with an attorney prior to executing this 
Agreement and regarding his release  of claims herein, including without 
limitation the release of claims under the Age Discrimination in Employment 
Act of 1967, as amended.

      4.  RELEASE OF CLAIMS AGAINST MR. ABC:  For good and  valuable
consideration, including without limitation the release described in this 
Agreement, Qwest (for itself and behalf of the other Releasees) hereby 
releases, discharges, and covenants not to sue Mr. ABC, as well as his 
heirs, executors, administrators, successors and assigns, from and with
respect to any and all actions, claims, or lawsuits, whether known or 
unknown, suspected or unsuspected in law or in equity, which against Mr. ABC, 
Qwest had, now has, or hereafter can, shall, or may have arising out of or in 
any way relating to Mr. ABC's employment by Qwest, his separation from that 
employment, his separation from Qwest, or his participation on the board of
directors of Qwest.

     5.   EXTENT OF RELEASES:   It is the express intention of Mr. ABC and 
Qwest that this Agreement constitutes a full and comprehensive release of all 
claims and potential claims, to the fullest extent permitted by law.  Mr. ABC 
and Qwest acknowledge that they may hereafter discover claims or facts in 
addition to or different from those which they now know or believe to exist 
with respect to the subject matter of this Agreement and which if known or
suspected at the time of executing this Agreement, may have materially 
affected this Agreement or their decision to enter into it.  Nevertheless, 
Mr. ABC and Qwest hereby waive any right, claim, or cause of action that might 
arise as a result of such different or additional claims or facts.

     6.   CONTINUING OBLIGATIONS OF MR. ABC:  This Agreement shall not
supersede any continuing obligations Mr. ABC has under the terms of the 
Employment Agreement, or any other agreement between Mr. ABC and Qwest, 
including without limitation the confidentiality provisions of Paragraph 7 of 
the Employment Agreement.

     7.   CHOICE OF LAW.  This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed and enforced in 
accordance with the laws of the State of New York, without regard to 
principles of conflict of laws.

     IN WITNESS WHEREOF, Qwest and Mr. ABC, intending to be legally bound, 
have executed this Agreement on the day and year first above written.

                              QWEST HOLDING CORPORATION

                              By:  ___________________________


                              MR. ABC

                              By:  ___________________________