{"id":39512,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-qwest-holding-corp-and-joseph-p-nacchio.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-qwest-holding-corp-and-joseph-p-nacchio","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-qwest-holding-corp-and-joseph-p-nacchio.html","title":{"rendered":"Employment Agreement &#8211; Qwest Holding Corp. and Joseph P. Nacchio"},"content":{"rendered":"<pre>                         EMPLOYMENT AGREEMENT\n\n\nTHIS EMPLOYMENT AGREEMENT (the 'Agreement') is made and entered into\nas of the 21st day of December, 1996 by and between Qwest Holding\nCorporation, a Colorado corporation, having its principal executive\noffices in Denver, Colorado (the 'Company'), and Joseph P. Nacchio,\nresiding at 1 Manor Hill Drive, Mendham, New Jersey  07945 (the\n'Executive').\n\nWHEREAS, in order to achieve its corporate and business objectives,\nthe Company desires to hire an experienced and knowledgeable President\nand Chief Executive Officer of the Company who will be principally\nresponsible for the overall conduct of the Company's business;\n\nWHEREAS, the Executive has substantial experience and expertise in\nconnection with the Company's business; and\n\nWHEREAS, the Company and the Executive mutually desire to agree upon\nthe terms of the Executive's employment as the President and Chief\nExecutive Officer of the Company and, in addition, to agree as to\ncertain benefits of said employment. \n\nNOW, THEREFORE, in consideration of the mutual promises and agreements\nset forth below, the Company and the Executive hereby agree as\nfollows:\n\n1.  TERM OF EMPLOYMENT:  Subject to the terms of this Agreement, the\nCompany hereby employs the Executive, and the Executive hereby accepts\nsuch employment, for the period beginning on January 6, 1997 (or such\nearlier date on or after the date hereof as the Executive shall elect)\nand ending at the close of business on December 31, 2001, unless\nterminated earlier as provided herein (the 'Term').  Portions of this\nAgreement that by their terms provide or imply that they survive the\nend of the Term shall survive the end of the Term.\n\n2.  POSITION AND DUTIES:\n\n     a.  During the Term, the Executive shall serve as President and\nChief Executive Officer of the Company and shall have such duties,\nresponsibilities, and authority as are customarily required of and\ngiven to a President and Chief Executive Officer and such other duties\nand responsibilities commensurate with such position as the Board of\nDirectors of the Company (the 'Board') shall determine from time to\ntime.  Such duties, responsibilities, and authority shall include,\nwithout limitation, responsibility for the management, operation,\nstrategic direction, and overall conduct of the business of the\nCompany.  The Executive shall perform his duties and responsibilities\nat the Company's offices in New Jersey; provided, however, that the\nExecutive may, at the direction of the Board, be required to perform\nsuch duties and responsibilities up to four (4) days per week at the\nheadquarters offices of the Company in Denver, Colorado.  The\nExecutive shall travel as reasonably required to perform his duties\nand responsibilities, provided that any such travel days shall reduce\nthe number of days per week that the Executive will be required to\nwork at the headquarters office in Denver, Colorado.  For purposes of\nthis Agreement, the term 'employment' shall include the Executive's\nservice to the Company in any capacity during the Term; provided the\nforegoing shall not change the positions to be held by the Executive.  \n\n     b.  During the Term, while the Executive is employed by the\nCompany, the Company shall cause the Executive to be nominated for a\ndirector position on the Board and shall use its best efforts to have\nhim elected as such.  If an initial public offering of the common\nstock of the Company (an 'IPO') occurs, the Company shall, during the\nterm while the Executive is employed by the Company, use its best\nefforts to include the Executive in the Board's slate of nominees for\nelection as directors at each annual meeting of the Company's\nshareholders and shall recommend to the shareholders that the\nExecutive be elected as a director of the Company.\n\n     c.  During the Term, the Executive shall devote substantially his\nfull business time, energy, and ability to the business of the\nCompany.  The Executive shall report directly to the Board and shall\nperform his duties subject to the overall policies and directions of\nthe Board.  During the Term, all other employees of the Company shall\nreport to the Executive and not directly to the Board or the Chairman\nof the Board.\n\n     d.  The Executive may (i) with express authorization of the\nBoard, serve as a director or trustee of other for profit corporations\nor businesses which are not in competition with the business of the\nCompany or the telecommunications business of any of its subsidiaries,\nor, to his knowledge, any other affiliate of the Company, present or\nfuture, provided that, if a directorship is approved and the Board\nlater determines that the directorship would be with a competitive\nentity, it shall notify the Executive in writing and the Executive\nshall have a reasonable period of time to resign such directorship,\n(ii) serve on civic or charitable boards or committees, (iii) deliver\nlectures, fulfill speaking engagements, or teach at educational\ninstitutions(and retain any fees therefrom), and (iv) manage personal\ninvestments; provided, however, that the Executive may not engage in\nany of the activities described in this Paragraph 2(d) to the extent\nsuch activities materially interfere with the performance of the\nExecutive's duties and responsibilities to the Company.  As used in\nthis Agreement, the term 'affiliate' of the Company means any company\ncontrolled by, controlling, or under common control with the Company,\nwhether through stock ownership or otherwise.\n\n     e.  Without the prior express authorization of the Board, the\nExecutive shall not, directly or indirectly, during the Term\n(i) render services of a business, professional, or commercial nature\nto any other person or firm, whether for compensation or otherwise, or\n(ii) engage in any activity competitive with the business of the\nCompany or the telecommunications business of any of its subsidiaries,\npresent or future, or, to his knowledge, of any other affiliate of the\nCompany, present or future, whether alone, as a partner, or as an\nofficer, director, employee, member or holder (directly or indirectly,\nsuch as by means of a trust or option arrangement).  The Executive may\nbe an investor, shareholder, joint venturer, or partner (hereinafter\nreferred to as 'Investor'); provided, however, that his status as an\nInvestor shall not (i) pose a conflict of interest, (ii) require the\nExecutive's active involvement in the management or operation of such\nInvestment (recognizing that the Executive shall be permitted to\nmonitor and oversee the Investment), or (iii) materially interfere\nwith the performance of the Executive's duties and obligations\nhereunder.  For the purposes of clause (i) of the proviso to the\npreceding sentence, the Executive shall not be deemed to be subject to\na conflict of interest merely by reason of the ownership of less than\nthree percent (3%) of (i) the outstanding stock of any entity whose\nstock is traded on an established stock exchange or on the National\nAssociation of Securities Dealers Automated Quotation System or\n(ii) the outstanding stock, partnership interests or other form of\nequity interest of any venture fund, investment pool or similar\ninvestment vehicle that shall solicit investments on a 'blind pool'\nbasis. \n\n     f.  The Executive represents and warrants that, to the best of\nhis knowledge after the review of his personal files, he has the full\nright and authority to enter into this Agreement and to render the\nservices as required under this Agreement, and that by signing this\nAgreement and rendering such services he is not breaching any contract\nor legal obligation he owes to any third party, including without\nlimitation AT&amp;T Corp. ('Former Employer'); provided that the Company\nshall not require the Executive to use any trade secrets of Former\nEmployer.  Neither the Executive nor the Company believe that any such\ntrade secrets exist or, if they do, that they would be necessary for\nthe Executive to perform his services to the Company hereunder.\n\n     g.  The Executive represents and warrants that (i) Schedule 1\nhereto lists certain benefits provided by Former Employer, and the\nExecutive's evaluation of the respective amounts thereof, that the\nExecutive may lose or forfeit upon or in connection with the\ntermination of his employment by Former Employer in connection with\nthe commencement of his employment by the Company (the 'Forfeit\nBenefits') and (ii) Schedule 2 lists the stock options granted by\nFormer Employer and held by the Executive as of the date hereof that\nthe Executive contemplates exercising concurrently with or promptly\nafter his execution and delivery of this Agreement (the 'Stock\nOptions').\n\n3.  COMPENSATION AND BENEFITS:  During the Term, while the Executive\nis employed by the Company, the Company shall compensate the Executive\nfor his services as set forth in this Paragraph 3.  The Executive\nrecognizes that during the Term of the Agreement, the Company reserves\nthe right to change from time to time the terms and benefits of any\nwelfare, pension, or fringe benefit plan of the Company, including the\nright to change any service provider, so long as such changes are also\ngenerally applicable to all executives of the Company; provided,\nhowever, that (i) the Growth Share Plan (as defined below) shall not\nbe amended in any respect that applies to the Executive without the\nExecutive's written consent and (ii) the Executive's minimum level of\ncompensation and benefits as set forth in this Paragraph 3 will be\npreserved in the event of any such change.\n\n     a.  Salary:  During the Term, the Company shall pay the Executive\na base salary at an annual rate of Six Hundred Thousand Dollars and No\nCents ($600,000.00).  Such salary shall be earned and shall be payable\nin periodic installments in accordance with the Company's payroll\npractices.  Amounts payable shall be reduced by standard withholding\nand other authorized deductions.  The Board will review the\nExecutive's salary at least annually and may increase (but not reduce)\nthe Executive's annual base salary in its sole discretion.  Once\nincreased such base salary shall not be reduced.  His base salary as\nso increased shall thereafter be treated as his base salary hereunder.\n \n     b.  Equalization Payment:  The Company shall pay to the Executive\nan amount (the 'Equalization Payment') to compensate the Executive for\nthe loss or forfeiture of the Forfeit Benefits.  The Equalization\nPayment shall be an aggregate amount equal to (i) $11,300,000 less\n(ii) the aggregate value of the benefits specified on Schedule 1\nhereto that the Executive receives from Former Employer or is\npermitted by Former Employer to retain (other than the Stock Options,\nfor which provision is made below), any other benefits received by the\nExecutive from Former Employer in replacement of one or more of the\nbenefits listed on Schedule 1 and any other severance benefits (other\nthan accrued benefits of the sort identified by the Executive to the\nCompany) received by the Executive from Former Employer.  The value of\nthe benefits referred to in clause (ii) of the preceding sentence\nshall be determined using the assumptions and methodology used by the\nExecutive to evaluate the benefits listed on Schedule 1, in each case\nbased upon the period during which the Executive shall be entitled to\nreceive such benefit.  The amount of the Equalization Payment shall be\ndetermined as of January 7, 1997 and shall be paid in three\ninstallments, subject to this Paragraph 3 and to Paragraphs 4 and 5\nbelow, in the percentage amounts set forth below opposite the\ncorresponding dates of payment:\n\n<font size=\"2\">\n                             Date                  Amount \n                                                  \n                          01\/07\/97                   64%\n                          01\/01\/98                   18%\n                          01\/01\/99                   18%\n<\/font>\nEach installment of the Equalization Payment shall be paid in cash. \nThe installments paid after January 7, 1997 shall accrue interest at\nfive percent (5%) per annum accruing from January 7, 1997 to the date\nof payment.\n\nThe Equalization Payment shall be redetermined on March 21, 1997.  The\nremaining installments of the Equalization Payment shall be reduced or\nincreased (in each case in the order of payment) in an aggregate\namount equal to the product obtained by multiplying (i) the number of\nStock Options exercised by the Executive in accordance with paragraph\n2(g) above times (ii) the amount by which the closing price per share\nof the common stock of Former Employer on March 21, 1997 is greater\nthan or less than, respectively, $37 per share.\n\nAfter January 7, 1997, if the Executive shall receive from Former\nEmployer any benefit specified on Schedule 1, or shall be permitted by\nFormer Employer to retain any such benefit, or shall receive from\nFormer Employer any other benefit in replacement of one or more of the\nbenefits listed on Schedule 1, then the Equalization Payment shall be\nredetermined (or further redetermined) as of the date of such receipt\nor permitted retention and the remaining installments of the\nEqualization Payment shall be reduced (in the order of payment) in an\naggregate amount equal to the value of each benefit so received or\nretained.  If the value of any such benefit exceeds the unpaid portion\nof the Equalization Payment, the Executive shall repay to the Company\nin cash an amount equal to such excess value, together with any\ninterest thereon paid by the Company to the Executive (assuming for\nthe purpose of this paragraph that the amount of the Equalization\nPayment is so repaid in the reverse order as received by the\nExecutive); provided that (x) the aggregate amount so repaid by the\nExecutive to the Company shall not exceed the aggregate amount of the\nEqualization Payment then paid by the Company to the Executive, and\n(y) if the Executive  uses reasonable efforts to make the repayment\ndeductible for purposes of federal and state income tax, after\nconsulting with the Company (but the Executive may in his good faith\njudgment determine whether a position should be taken in any tax\nreturn that would subject him to penalties and, if he elects to obtain\nan opinion of counsel with respect to any position as to which there\nis substantial doubt, the reasonable fees and expenses of such counsel\nshall be reduced from the amount to be refunded), the amount of each\nsuch repayment made by the Executive to the Company in cash will be\nreduced in the amount, if any, by which the reduction in federal and\nstate income and payroll taxes that may be realized by the Executive\nas a result of such repayment (after giving effect to the deduction of\nall other amounts deductible by the Executive for federal and state\nincome taxes) is less than the amount of federal and state income and\npayroll tax previously paid by the Executive on the amount so repaid.\n\n     c.  Annual Bonus:  The Executive shall be eligible to receive an\nannual bonus.  The Executive recognizes that whether or not he\nreceives a bonus, and the amount of any such bonus, shall be\ndetermined at the sole discretion of the Board; provided that, subject\nto Paragraphs 4 and 5 below, for the 1997 calendar year the Executive\nwill receive a bonus of Three Hundred Thousand Dollars and No Cents\n($300,000.00), and for the 1998 calendar year, unless an IPO occurs at\nany time during 1998, the Executive will receive a bonus of Three\nHundred Thousand Dollars and No Cents ($300,000.00).  Any bonus\nawarded to the Executive shall be paid in the same form and manner and\nat or around the same time as such bonus payments are made to other\nsenior executives of the Company.  The foregoing shall not limit the\nBoard in its sole discretion from giving Executive other bonuses.\n\n     d.  Growth Share Plan:  The Executive shall be eligible to\nparticipate in the Qwest Holding Corporation Growth Share Plan (the\n'Growth Share Plan').  Upon execution of the Growth Share Plan\nAgreement attached hereto at Exhibit A, the Executive shall be\nallocated 300,000 Growth Shares in the Company.  The Executive's\ncontinued eligibility to participate in the Growth Share Plan, and the\nvesting of the Growth Shares granted thereunder, shall be governed by\nthe terms of the Growth Share Plan Agreement and the Growth Share Plan\nitself, as may be amended from time to time in accordance with the\nterms hereof and thereof.\n\n     e.  Savings and Retirement Plans:  The Executive shall be\nentitled to participate in all savings and retirement plans applicable\ngenerally to other senior executives of the Company, in accordance\nwith the terms of such plans, as may be amended from time to time.\n\n     f.  Welfare Benefit Plans:  The Executive and\/or his family\n(including Class 2 dependents), as the case may be, shall be eligible\nto participate in and shall receive all benefits under the Company's\nwelfare benefit plans and programs applicable generally to other\nsenior executives of the Company (collectively, as amended from time\nto time, the 'Company Plans'), in accordance with the terms of the\nCompany Plans.\n\n     g.  Vacation:  Beginning with the 1997 calendar year, the\nExecutive shall be entitled to paid vacation at a rate of twenty-five\n(25) days per calendar year during the Term in accordance with the\nplans, policies, and programs as in effect generally with respect to\nother senior executives of the Company, including the limitations, if\nany, on the carry-over of accrued but unused vacation time.\n\n     h.  Travel:  The Executive shall be entitled to fly first-class\nor business class, or to use the Company's aircraft when available and\nappropriate, for business travel, including travel between the\nbusiness offices of the Company.  The Company shall also pay the\nairfare of the Executive's family members with respect to travel, at\nreasonable frequencies, between the headquarters office of the Company\nin Denver, Colorado and the Executive's residence in New Jersey and\nshall, to the extent this payment shall constitute income to the\nExecutive, pay the Executive an amount such that the Executive shall\nhave no after tax cost for the deemed income and this gross up\npayment; provided that family members shall utilize available advance\nticketing programs to the extent feasible in making such travel\narrangements.\n\n     i.  Business Club Memberships:  The Company shall pay the\ninitiation fees and membership dues for the Executive at business\nclubs in the vicinity of the business offices of the Company approved\nby the Board from time to time to the same extent that the Company\npays such fees and dues with respect to comparable business club\nmemberships of other senior executives of the Company.  To the extent\nthe Company is not required to treat such fees and dues as income to\nthe Executive it shall not do so and, to the extent it must treat such\namounts as income to the Executive, it shall pay the Executive an\namount such that the Executive shall have no after tax cost for the\ndeemed income and this gross up payment.\n\n     j.  Expenses:  The Company shall reimburse the Executive for\nreasonable expenses for parking at the business offices of the\nCompany, cellular telephone usage, entertainment, travel, meals,\nlodging, and similar items incurred in the conduct of the Company's\nbusiness, including meals and lodging of the Executive when performing\nhis duties and responsibilities at the headquarters office of the\nCompany in Denver, Colorado when he is not resident in the vicinity of\nsuch business office.  Such expenses shall be reimbursed in accordance\nwith the Company's expense reimbursement policies and guidelines.  The\nCompany shall also reimburse the Executive for reasonable attorney's\nfees and charges incurred in connection with the preparation and\nexecution of this Agreement.\n\n     k.  Relocation:  If the Executive relocates to the vicinity of\nthe headquarters office of the Company in Denver, Colorado at any time\nprior to the termination of the Term and prior to his receipt from the\nCompany of written notice of termination or non-renewal pursuant to\nParagraphs 4(a), 4(b), or 4(f), the Company and the Executive shall\ndiscuss the types and amounts of relocation expenses of the Executive\nthat will be paid or reimbursed by the Company.\n\n     l.  Indemnification:  To the fullest extent permitted by the\nindemnification provisions of the articles of incorporation and bylaws\nof the Company in effect as of the date of this Agreement and the\nindemnification provisions of the corporation statute of the\njurisdiction of the Company's incorporation in effect from time to\ntime (collectively, the 'Indemnification Provisions'), and in each\ncase subject to the conditions thereof, the Company shall (i)\nindemnify the Executive, as a director and officer of the Company or a\nsubsidiary of the Company or a trustee or fiduciary of an employee\nbenefit plan of the Company or a subsidiary of the Company, or, if the\nExecutive shall be serving in such capacity at the Company's written\nrequest, as a director or officer of any other corporation (other than\na subsidiary of the Company) or as a trustee or fiduciary of an\nemployee benefit plan not sponsored by the Company or a subsidiary of\nthe Company, against all liabilities and reasonable expenses that may\nbe incurred by the Executive in any threatened, pending, or completed\naction, suit or proceeding, whether civil, criminal or administrative,\nor investigative and whether formal or informal, because the Executive\nis or was a director or officer of the Company, a director or officer\nof such other corporation or a trustee or fiduciary of such employee\nbenefit plan, and against which the Executive may be indemnified by\nthe Company, and (ii) pay for or reimburse the reasonable expenses\nincurred by the Executive in the defense of any proceeding to which\nthe Executive is a party because the Executive is or was a director or\nofficer of the Company, a director or officer of such other\ncorporation or a trustee or fiduciary of such employee benefit plan. \nThe rights of the Executive under the Indemnification Provisions shall\nsurvive the termination of the employment of the Executive by the\nCompany.\n\n4.  TERMINATION:  The Executive's employment with the Company during\nthe Term may be terminated by the Company or the Executive only under\nthe circumstances described in this Paragraph 4, and subject to the\nprovisions of Paragraph 5:\n\n     a.  Death or Disability:  The Executive's employment hereunder\nshall terminate automatically upon the Executive's death.  If the\nDisability of the Executive has occurred (pursuant to the definition\nof Disability set forth below), it may give to the Executive written\nnotice of its intention to terminate the Executive's employment.  In\nsuch event, the Executive's employment with the Company shall\nterminate effective on the 10th day after receipt of such notice by\nthe Executive (the 'Disability Effective Date'), provided that, within\nthe 10-day period after such receipt, the Executive shall not have\nreturned to full-time performance of the Executive's material duties. \nFor purposes of this Agreement, 'Disability' shall mean any physical\nor mental condition which prevents the Executive, for a period of 180\nconsecutive days, from performing and carrying out his material duties\nand responsibilities with the Company.\n\n     b.  Cause:  The Company may immediately terminate this Agreement\nfor 'Cause' by giving written notice to the Executive.  Any one or\nmore of the following events shall constitute 'Cause':\n\n          (1)  any material breach of the representations of the\nExecutive set forth in Paragraph 2(f);\n\n          (2)  any wilful misconduct with respect to the Company which\nis materially detrimental to the Company and its subsidiaries in the\naggregate, including but not limited to theft or dishonesty (other\nthan good faith expense account disputes);\n\n          (3)  conviction of (or pleading nolo contendere to) a felony\n(other than (A) a traffic violation that is in most jurisdictions not\nclassified as a felony and (B) a felony resulting from vicarious\n(rather than direct) liability arising out of his position as an\nofficer or director of the Company);\n\n          (4)  failure or refusal to attempt to follow the written\ndirections of the Board within a reasonable period after receiving\nwritten notice; or\n\n          (5)  gross continuous nonfeasance with regard to the\nExecutive's duties, taken as a whole, which materially continue after\na written notice thereof is given to the Executive.\n                            \n     c.  Other than Death or Disability or Cause:  The Company may\nterminate the Executive's employment for any reason other than Death,\nDisability, or Cause, subject to the provisions of Paragraph 5(c).\n\n     d.  Termination by Executive for Good Reason: The Executive may\nterminate his employment for Good Reason upon written notice to the\nCompany, and in such event, said employment termination shall be\ntreated as termination by the Company for reason other than Death,\nDisability, or Cause under Paragraph 4(c).   For purposes hereof, Good\nReason shall mean:\n\n          (1)  a diminution of the Executive's titles, offices,\npositions or authority, excluding for this purpose an action not taken\nin bad faith and which is remedied within twenty (20) days after\nreceipt of written notice thereof given by the Executive;\n\n          (2)  the assignment to the Executive of any duties\ninconsistent with the Executive's position (including status or\nreporting requirements), authority, or material responsibilities, or\nthe removal of the Executive's authority or material \nresponsibilities, excluding for this purpose an action not taken in\nbad faith and which is remedied by the Company within twenty (20) days\nafter receipt of notice thereof given by the Executive;\n\n          (3)  the failure by the Company to timely make any payment\ndue hereunder or to comply with any of the material provisions of this\nAgreement, other than a failure not occurring in bad faith and which\nis remedied by the Company within twenty (20) days after receipt of\nnotice thereof given by the Executive;\n\n          (4)  occurrence of a Change of Control of the Company, which\nshall be deemed to have occurred upon (A) acquisition by any\nindividual, entity, or group (within the meaning of Section 13(d)(3)\nor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the\n'Exchange Act')), other than Anschutz Company, The Anschutz\nCorporation, or any entity or organization controlled by Philip F.\nAnschutz (collectively, the Anschutz Entities'), of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the\nExchange Act) of twenty percent (20%) or more of either (i) the then-\noutstanding shares of common stock of the Company ('Outstanding\nShares') or (ii) the combined voting power of the then-outstanding\nvoting securities of the Company entitled to vote generally in the\nelection of directors ('Voting Power') and (B) such beneficial\nownership (as so defined) by such individual, entity or group of more\nthan 20% of the Outstanding Shares or the Voting Power, as the case\nmay be, shall then exceed the beneficial ownership (as so defined) by\nthe Anschutz Entities of the Outstanding Shares or the Voting Power,\nrespectively;\n\n          (5)  the failure of the Company to elect or re-elect the\nExecutive as a director of the Company or the removal of the Executive\nas a director;\n\n          (6)  any person other than Philip F. Anschutz or the\nExecutive serving in the position of Chairman of the Board; or \n\n          (7)  following an IPO, the failure of the Company to\nmaintain Directors' and Officers' insurance ('D&amp;O Insurance') of at\nleast $15 million in the aggregate.\n \n     e.  Other Than Good Reason:  The Executive may terminate his\nemployment at any time after December 31, 1998 without breaching this\nAgreement, subject to Paragraph 5(d) below.\n\n     f.  Resignations:  On and as of the date that the employment of\nthe Executive by the Company shall terminate for any reason, the\nExecutive shall resign from his position as a director and employee of\nthe Company and from all other positions he holds as a director or\nemployee of any subsidiary or affiliate of the Company.\n  \n     g.  Non-Renewal of Term:  Either party may elect not to renew\nthis Agreement on the same or similar terms following the expiration\nof the Term.  The parties agree to give the other party written notice\nof any such decision at least one-hundred-eighty (180) days prior to\nthe expiration of the Term.\n\n5.  OBLIGATIONS OF THE COMPANY AND THE EXECUTIVE UPON TERMINATION:\n\n     a.  Death or Disability:  If the Executive's employment is\nterminated by reason of the Executive's Death or Disability during the\nTerm, the Term shall terminate without further obligations to the\nExecutive or his legal representatives under this Agreement, other\nthan for (A) payment of the sum of (i) any base salary and bonus owed\nto the Executive through the date of termination (provided that such\nbonus shall be paid only if the date of such termination shall occur\nin 1997 or 1998, or shall be a formula bonus and for this purpose the\namount of such bonus shall be calculated based on the number of days\nin the year through the date of termination, as well as any earned\nbonus for any complete year that theretofore had not been paid) and\n(ii) any other compensation earned through the date of termination but\nnot yet paid or delivered to the Executive ('Accrued Obligations'),\nand (B) payment of any amounts due pursuant to the terms of any\napplicable stock option (or other equity-based) plan of the Company or\nany welfare or pension benefit plan of the Company as of the date of\ntermination or which by their specific terms extend beyond such date\nof termination, and (C) payment of any amount of the Equalization\nPayment not then paid and (D) payments due, if any, pursuant to the\nterms of the Growth Share Plan and (E) payments due, if any, and\ncontinuation of coverage (collectively, 'Indemnification\/Insurance\nPayments'), pursuant to the Indemnification Provisions and D&amp;O\nInsurance.  All such payments shall be paid to the Executive or his\nestate or beneficiary, as applicable.\n\n     b.  Termination for Cause:  If the Executive's employment is\nterminated by the Company for Cause, the Term shall terminate without\nfurther obligations to the Executive or his legal representatives\nunder this Agreement on the date of such termination and no further\npayments or benefits of any kind, including salary, bonuses and any\nunpaid amount of the Equalization Payment, shall be payable to the\nExecutive, other than for (i) Accrued Obligations and (ii) the\npayments and benefits provided in Paragraph 5(f).  If the termination\nis effected on or before December 31, 1999, and if the percentage of\nthe Equalization Payment then paid by the Company to the Executive\nexceeds the percentage determined below with respect to the date of\ntermination, then the Executive shall repay to the Company in cash an\namount equal to such excess value, together with any interest thereon\npaid by the Company to the Executive (assuming for the purpose of this\nparagraph that the amount of the Equalization Payment is so repaid in\nthe reverse order as received by the Executive); provided that (x) the\naggregate amount so repaid by the Executive to the Company shall not\nexceed the aggregate amount of the Equalization Payment then paid or\nprovided by the Company to the Executive, together with any interest\nthereon paid by the Company to the Executive, and (y) if the Executive\nuses his best efforts to make the repayment deductible for purposes of\nfederal and state income tax, after consulting with the Company (but\nthe Executive may in his good faith judgment determine whether a\nposition should be taken in any tax return that would subject him to\npenalties and, if he elects to obtain an opinion of counsel with\nrespect to any position as to which there is substantial doubt, the\nreasonable fees and expenses of such counsel shall be reduced from the\namount to be refunded), the amount of each such repayment made by the\nExecutive to the Company in cash will be reduced in the amount, if\nany, by which the reduction in federal and state income taxes that may\nbe realized by the Executive as a result of such repayment (after\ngiving effect to the deduction of all other amounts deductible by the\nExecutive for federal and state income taxes) is less than the amount\nof federal and state income tax previously paid by the Executive on\nthe amount so repaid.\n\n<font size=\"2\">\n                         Date of Termination           Percentage\n                                                       \n                         on or before 12\/31\/97            25%\n                         01\/01\/98 - 12\/31\/98              50%\n                         01\/01\/99 - 12\/31\/99              75%\n<\/font>\nIf the termination is effected after December 31, 1999, there shall be\nno repayment of the Equalization Payment.\n\nIf it is subsequently determined that the Company did not have Cause\nfor termination, then the Company's decision to terminate shall be\ndeemed to have been made under Paragraph 4(c), and the Executive shall\nbe entitled to receive the amounts payable under Paragraph 5(c) (and\nany Equalization Payment repayment made by the Executive shall\npromptly be refunded to the Executive with interest at five percent\n(5%) accruing from the date of the repayment to the date of refund. \nIf the Executive serves notice challenging the determination of Cause\nmade by the Company, repayment of a portion of the Equalization\nPayment shall be delayed until a determination of the arbitrator in\naccordance with Paragraph 9 hereof.  To the extent the arbitrator\nupholds the Company's finding of Cause, the Executive shall promptly\nmake the necessary Equalization Payment repayment with interest at\nfive percent (5%) accruing from the date of termination to the date of\nrepayment.\n\n     c.  Other than Death or Disability or Cause:  If the Company\nterminates the Executive's employment during the Term for any reason\nother than Death or Disability, or Cause, or the Executive terminates\nfor Good Reason, the Term shall terminate on the date of such\ntermination without further obligation to the Executive other than\n(A) Accrued Obligations (B) payment of any amounts due pursuant to the\nterms of any applicable stock option (or other equity-based) plan of\nthe Company or any welfare or pension benefit plan of the Company as\nof the date of termination or which by their specific terms extend\nbeyond such date of termination, (C) payment to the Executive, within\nthirty (30) days of the date of termination, of a lump sum equal to\nthe product of two (2) times the Executive's then current base salary,\n(D) subject to the terms of the applicable plans (or equivalent\nsubstitute(s) (on a fully grossed up after tax basis) if the plan(s)\nprohibit participation by ex-employees), continuation of the benefits\nprovided in Paragraphs 3(d), 3(e), and 3(f) of this Agreement for two\n(2) years following the date of termination (or such shorter period as\nshall terminate on the date that the Executive shall commence his next\nemployment), (E) payment of any amount of the Equalization Payment not\nthen paid, together with interest thereon, if any, and (F) payment of\nIndemnification\/Insurance Payments.  The Company shall be obligated to\nmake the foregoing payments and to provide the foregoing benefits upon\nthe Executive and the Company signing a mutual release of all claims\nagainst the other, substantially in the form attached as Exhibit B;\nsuch release shall not affect the Executive's rights (x) under the\nConsolidated Omnibus Budget Reconciliation Act of 1986 ('COBRA'),\n(y) any conversion rights under any applicable life insurance policies\nand (z) any rights with respect to Indemnification\/Insurance Payments.\n\n     d.  Termination by Executive:  If the Executive terminates his\nemployment for any reason other than for Good Reason, as defined in\nParagraph 4(d), the Term shall terminate without further obligation to\nthe Executive on the date of such termination and no further payments\nor benefits of any kind, including salary, bonuses and any unpaid\namount of the Equalization Payment, shall be payable to the Executive,\nother than for (A) Accrued Obligations and (B) the payments and\nbenefits provided in Paragraph 5(f).  If such termination occurs on or\nbefore December 31, 1999, and if the percentage of the Equalization\nPayment then paid by the Company to the Executive exceeds the\npercentage determined below with respect to the date of termination,\nthen the Executive shall repay to the Company in cash an amount equal\nto such excess value, together with any interest thereon paid by the\nCompany to the Executive (assuming for the purpose of this paragraph\nthat the amount of the Equalization Payment is so repaid in the\nreverse order as received by the Executive); provided that (x) the\naggregate amount so repaid by the Executive to the Company shall not\nexceed the aggregate amount of the Equalization Payment then paid by\nthe Company to the Executive, together with any interest thereon paid\nby the Company to the Executive, and (y) if the Executive uses his\nbest efforts to make the repayment deductible for purposes of federal\nand state income tax, after consulting with the Company (but the\nExecutive may in his good faith judgment determine whether a position\nshould be taken in any tax return that would subject him to penalties\nand, if he elects to obtain an opinion of counsel with respect to any\nposition as to which there is substantial doubt, the reasonable fees\nand expenses of such counsel shall be reduced from the amount to be\nrefunded), the amount of each such repayment made by the Executive to\nthe Company in cash will be reduced in the amount, if any, by which\nthe reduction in federal and state income taxes that may be realized\nby the Executive as a result of such repayment (after giving effect to\nthe deduction of all other amounts deductible by the Executive for\nfederal and state income taxes) is less than the amount of federal and\nstate income tax previously paid by the Executive on the amount so\nrepaid.\n\n<font size=\"2\">\n                         Date of Termination           Percentage\n                                                       \n                         on or before 12\/31\/97            25%\n                         01\/01\/98 - 12\/31\/98              50%\n                         01\/01\/99 - 12\/31\/99              75%\n<\/font>\n     e.  Non-Renewal of Agreement:  If the parties do not renew this\nAgreement following the expiration of the Term, the Company shall not\nhave any further obligation to the Executive, other than for\n(A) Accrued Obligations, (B) severance at the same level given to\nother senior executives of the Company and (C) the payments and\nbenefits provided in Paragraph 5(f).\n\n     f.  Exclusive Remedy:  Except for the payments and benefits\nprovided in this Paragraph 5, the Executive acknowledges and agrees\nthat upon termination of the Term, he shall have no other claims\nagainst, and be entitled to no other payments or benefits from, the\nCompany under this Agreement or pursuant to the Company's policies and\nplans, other than (A) the Growth Share Plan, (B) the Executive's\nrights under COBRA, (C) any conversion rights under any applicable\nlife insurance policies, (D) payment of any amounts due pursuant to\nthe terms of any stock option (or other equity-based) plan of the\nCompany or any welfare or pension benefit plan of the Company as of\nthe date of termination or which by their specific terms extend such\ndate of termination and (E) rights with respect to\nIndemnification\/Insurance Payments.  In no event shall the Executive\nbe obligated to seek other employment or take any other action by way\nof mitigation of the amounts payable to the Executive under any of the\nprovisions of this Agreement and such amounts shall not be reduced\nwhether or not the Executive obtains other employment.\n\n6.  SPECIAL TAX PROVISION:\n\n     a.  Anything in this Agreement to the contrary notwithstanding,\nin the event that the Executive receives any amount or benefit\n(collectively, the 'Covered Payments') (whether pursuant to the terms\nof this Agreement, the Growth Share Plan or any other plan,\narrangement or agreement with the Company, any person whose actions\nresult in a change of ownership or effective control covered by\nSection 280G(b)(2) of the Internal Revenue Code of 1986, as amended\n(the 'Code') or any person affiliated with the Company or such person)\nthat is or becomes subject to the excise tax imposed by or under\nSection 4999 of the Code (or any similar tax that may hereafter be\nimposed) and\/or any interest or penalties with respect to such excise\ntax (such excise tax, together with such interest and penalties, is\nhereinafter collectively referred to as the 'Excise Tax') by reason of\nthe application of Section 280G(b)(2) of the Code, the Company shall\npay to the Executive an additional amount (the 'Tax Reimbursement\nPayment') such that after payment by the Executive of all taxes\n(including, without limitation, any interest or penalties and any\nExcise Tax imposed on or attributable to the Tax Reimbursement Payment\nitself), the Executive retains an amount of the Tax Reimbursement\nPayment equal to the sum of (i) the amount of the Excise Tax imposed\nupon the Covered Payments, and (ii) without duplication, an amount\nequal to the product of (A) any deductions disallowed for federal,\nstate or local income tax purposes because of the inclusion of the Tax\nReimbursement Payment in Executive's adjusted gross income, and (B)\nthe highest applicable marginal rate of federal, state or local income\ntaxation, respectively, for the calendar year in which the Tax\nReimbursement Payment is made or is to be made.  The intent of this\nParagraph 6 is that after the Executive pays federal, state and local\nincome taxes and any payroll taxes, the Executive will be in the same\nposition as if the Executive were not subject to the Excise Tax under\nSection 4999 of the Code and did not receive the extra payments\npursuant to this Paragraph 6, and this Paragraph 6 shall be\ninterpreted accordingly.\n\n     b.  Except as otherwise provided in Paragraph 6(a), for purposes\nof determining whether any of the Covered Payments will be subject to\nthe Excise Tax and the amount of such Excise Tax, such Covered\nPayments will be treated as 'parachute payments' (within the meaning\nof Section 280G(b)(2) of the Code) and such payments in excess of the\nCode Section 280G(b)(3) 'base amount' shall be treated as subject to\nthe Excise Tax, unless, and except to the extent that, the Company's\nindependent certified public accountants or legal counsel (reasonably\nacceptable to the Executive) appointed by such public accountants (or,\nif the public accountants decline such appointment and decline\nappointing such legal counsel, such independent certified public\naccountants as promptly mutually agreed on in good faith by the\nCompany and the Executive) (the 'Accountant'), deliver a written\nopinion to the Executive, reasonably satisfactory to the Executive's\nlegal counsel, that, in the event such reporting position is contested\nby the Internal Revenue Service, there will be a more likely than not\nchance of success with respect to a claim that the Covered Payments\n(in whole or in part) do not constitute 'parachute payments,'\nrepresent reasonable compensation for services actually rendered\n(within the meaning of Section 280G(b)(4) of the Code) in excess of\nthe 'base amount' allocable to such reasonable compensation, or such\n'parachute payments' are otherwise not subject to such Excise Tax\n(with appropriate legal authority, detailed analysis and explanation\nprovided therein by the Accountant); and the value of any Covered\nPayments which are non-cash benefits or deferred payments or benefits\nshall be determined by the Accountant in accordance with the\nprinciples of Section 280G of the Code.\n\n     c.  For purposes of determining the amount of the Tax\nReimbursement Payment, the Executive shall be deemed to pay federal,\nstate and\/or local income taxes at the highest applicable marginal\nrate of income taxation for the calendar year in which the Tax\nReimbursement Payment is made or is to be made, and to have otherwise\nallowable deductions for federal, state and local income tax purposes\nat least equal to those disallowed due to the inclusion of the Tax\nReimbursement Payment in the Executive's adjusted gross income.\n\n     d.  (i)  (A)  In the event that prior to the time the Executive\nhas filed any of the Executive's tax returns for a calendar year in\nwhich Covered Payments are made, the Accountant determines, for any\nreason whatsoever, the correct amount of the Tax Reimbursement Payment\nto be less than the amount determined at the time the Tax\nReimbursement Payment was made, the Executive shall repay to the\nCompany, at the time that the amount of such reduction in the Tax\nReimbursement Payment is determined by the Accountant, the portion of\nthe prior Tax Reimbursement Payment attributable to such reduction\n(including the portion of the Tax Reimbursement Payment attributable\nto the Excise Tax and federal, state and local income taxes imposed on\nthe portion of the Tax Reimbursement Payment being repaid by the\nExecutive, using the assumptions and methodology utilized to calculate\nthe Tax Reimbursement Payment (unless manifestly erroneous)), plus\ninterest on the amount of such repayment at the rate provided in\nSection 1274(b)(2)(B) of the Code.\n\n               (B)  In the event that the determination set forth in\n(A) above is made by the Accountant after the filing by the Executive\nof any of the Executive's tax returns for a calendar year in which\nCovered Payments are made, the Executive shall file at the request of\nthe Company an amended tax return in accordance with the Accountant's\ndetermination, but no portion of the Tax Reimbursement Payment shall\nbe required to be refunded to the Company until actual refund or\ncredit of such portion has been made to the Executive, and interest\npayable to the Company shall not exceed the interest received or\ncredited to the Executive by such tax authority for the period it held\nsuch portion (less any tax the Executive must pay on such interest and\nwhich the Executive is unable to deduct as a result of payment of the\nrefund).\n\n               (C)  In the event the Executive receives a refund\npursuant to (B) above and repays such amount to the Company, the\nExecutive shall thereafter file for any refunds or credits that may be\ndue to Executive by reason of the repayments to the Company.  The\nExecutive and the Company shall mutually agree upon the course of\naction, if any, to be pursued (which shall be at the expense of the\nCompany) if the Executive's claim for such refund or credit is denied.\n\n          (ii)  In the event that the Excise Tax is later determined\nby the Accountant or the Internal Revenue Service to exceed the amount\ntaken into account hereunder at the time a Tax Reimbursement Payment\nwas made (including by reason of any payment the existence or amount\nof which could not be determined at the time of the earlier Tax\nReimbursement Payment), the Company shall make an additional Tax\nReimbursement Payment in respect of such excess (plus any interest or\npenalties payable with respect to such excess) once the amount of such\nexcess is finally determined.\n\n          (iii)  In the event of any controversy with the Internal\nRevenue Service (or other taxing authority) under this Paragraph 6,\nsubject to the second sentence of subparagraph (i)(C) above, Executive\nshall permit the Company to control issues related to this Paragraph 6\n(at its expense), provided that such issues do not potentially\nmaterially adversely affect the Executive, but the Executive shall\ncontrol any other issues.  In the event the issues are interrelated,\nthe Executive and the Company shall in good faith cooperate so as not\nto jeopardize resolution of either issue.  In the event of any\nconference with any taxing authority as to the Excise Tax or\nassociated income taxes, the Executive shall permit the representative\nof the Company to accompany the Executive, and the Executive and his\nrepresentative shall cooperate with the Company and its\nrepresentative.\n\n          (iv)  With regard to any initial filing for a refund or any\nother action required pursuant to this Paragraph 6 (other than by\nmutual agreement) or, if not required, agreed to by the Company and\nthe Executive, the Executive shall cooperate fully with the Company,\nprovided that the foregoing shall not apply to actions that are\nprovided herein to be at the Executive's sole discretion.\n\n     e.  The Tax Reimbursement Payment, or any portion thereof,\npayable by the Company shall be paid not later than the fifth day\nfollowing the determination by the Accountant, and any payment made\nafter such fifth day shall bear interest at the rate provided in Code\nSection 1274(b)(2)(B) to the extent and for the period after such\nfifth day that Executive has an obligation to make payment or\nestimated payment of the Excise Tax.  The Company shall use its best\nefforts to cause the Accountant to promptly deliver the initial\ndetermination required hereunder with respect to Covered Payments paid\nor payable in any calendar year; if the Accountant's determination is\nnot delivered within ninety (90) days after Covered Payments are paid\nor distributed, the Company shall pay the Executive the Tax\nReimbursement Payment set forth in an opinion from counsel recognized\nas knowledgeable in the relevant areas selected by Executive, and\nreasonably acceptable to the Company, within five (5) days after\ndelivery of such opinion.  The Company may withhold from the Tax\nReimbursement Payment and deposit into applicable taxing authorities\nsuch amounts as they are required to withhold by applicable law.  To\nthe extent that the Executive is required to pay estimated or other\ntaxes on amounts received by the Executive beyond any withheld\namounts, the Executive shall promptly make such payments.  The amount\nof such payment shall be subject to later adjustment in accordance\nwith the determination of the Accountant as provided herein.\n\n     f.  The Company shall be responsible for (i) all charges of the\nAccountant, (ii) if subparagraph (e) is applicable, the reasonable\ncharges for the opinion given by the Executive's legal counsel, and\n(iii) all reasonable charges in connection with the preparation and\nfiling of any amended tax returns on behalf of the Executive requested\nby the Company, required hereunder, or required by applicable law. \nThe Company shall gross-up for tax purposes any income to the\nExecutive arising pursuant to this subparagraph (f) so that the\neconomic effect to the Executive is the same as if the benefits were\nprovided on a non-taxable basis.\n\n     g.  The Executive and the Company shall mutually agree on and\npromulgate further guidelines in accordance with this Paragraph 6 to\nthe extent that, if any, necessary to effect the reversal of excessive\nor shortfall Tax Reimbursement Payments.  The foregoing shall not in\nany way be inconsistent with Paragraph 6(d)(i)(C).\n\n7.  CONFIDENTIAL INFORMATION:  During and after the Term, the\nExecutive shall not use or disclose any secret, confidential, and\/or\nproprietary information, knowledge, or data relating to the Company,\nany of its subsidiaries or any of the other affiliates of the Company,\npresent and future, and their respective businesses, which shall have\nbeen obtained by the Executive during his employment by the Company,\nany of its subsidiaries or any of the other affiliates of the Company\nand which shall not be or become public knowledge (other than by acts\nby the Executive or his representatives in violation of this\nAgreement) provided that the Executive may, (a) while employed by the\nCompany, disclose such information, knowledge, or data as he in good\nfaith deems appropriate and (b) otherwise comply with legal process,\nso long as Executive gives prompt notice to the Company of any\nrequired disclosure and reasonably cooperates (without being required\nto incur any expense or subject himself to sanction or penalty) with\nthe Company if the Company determines to oppose, challenge, or quash\nthe legal process.\n\n8.  NONSOLICITATION:  The Executive agrees that during the Term of\nthis Agreement and for a period of one (1) year following the\ntermination of the Term, he will not, directly or indirectly,\nknowingly solicit on behalf of any such entity any employee of the\nCompany, any of its subsidiaries or any of its other affiliates,\npresent or future (while an affiliate), who is being compensated at a\nrate of Fifty Thousand Dollars ($50,000.00) or more per year as an\nemployee of the Company, any of its subsidiaries, or any of its other\naffiliates, present or future, to work for any individual or firm then\nin competition with the business of the Company, any of its\nsubsidiaries or any other affiliate of the Company, present or future. \nThe Executive may give references with respect to such employees.\n\n9.  SUCCESSORSHIP:  This Agreement shall inure to the benefit of and\nbe binding upon the Company and its successors and permitted assigns\nand any such successor or permitted assignee shall be deemed\nsubstituted for the Company under the terms of this Agreement for all\npurposes.  As used herein, 'successor' and 'assignee' shall be limited\nto any person, firm, corporation, or other business entity which at\nany time, whether by purchase, merger, or otherwise, directly or\nindirectly acquires the stock of the Company or to which the Company\nassigns this Agreement by operation of law or otherwise in connection\nwith any sale of all or substantially all of the assets of the\nCompany, provided that any successor or permitted assignee promptly\nassumes in a writing delivered to the Executive this Agreement and, in\nno event, shall any such succession or assignment release the Company\nfrom its obligations hereunder.\n\n10.  ARBITRATION:  Any and all controversies, claims, or disputes\narising out of or in any way relating to this Agreement or the\ntermination thereof shall be resolved by final and binding arbitration\nin New York, New York before a single arbitrator in accordance with\nthe Commercial Arbitration Rules of the American Arbitration\nAssociation (the 'AAA').  The arbitration shall be commenced by filing\na demand for arbitration with the AAA within eighteen (18) months\nafter the occurrence of the facts giving rise to any such controversy,\nclaim, or dispute.  The arbitrator shall decide all issues relating to\narbitrability.  The costs of such arbitration, including the\narbitrator's fees, shall be split evenly between the parties to the\narbitration.  Each party to the arbitration shall be responsible for\nthe payment of its own attorneys' fees, provided that, if the\nExecutive prevails as to any matter in any such arbitration, the\nCompany shall pay the reasonable attorneys' fees incurred by the\nExecutive in connection with those matters on which he prevails, in an\namount to be determined by the arbitrator.\n\n11.  GOVERNING LAW:  The provisions of this Agreement shall be\nconstrued in accordance with, and governed by, the laws of the State\nof New York without regard to principles of conflict of laws.\n\n12.  SAVINGS CLAUSE:  If any provision of this Agreement or the\napplication thereof is held invalid, the invalidity shall not affect\nother provisions or applications of the Agreement which can be given\neffect without the invalid provisions or applications and to this end\nthe provisions of this Agreement are declared to be severable.\n\n13.  WAIVER OF BREACH:  No waiver of any breach of any term or\nprovision of this Agreement shall be construed to be, nor shall be, a\nwaiver of any other breach of this Agreement.  No waiver shall be\nbinding unless in writing and signed by the party waiving the breach.\n\n14.  MODIFICATION:  No provision of this Agreement may be amended,\nmodified, or waived except by written agreement signed by the parties\nhereto.\n\n15.  ASSIGNMENT OF AGREEMENT:  The Executive acknowledges that his\nservices are unique and personal.  Accordingly, the Executive may not\nassign his rights or delegate his duties or obligations under this\nAgreement to any person or entity; provided, however, that payments\nmay be made to the Executive's estate or beneficiaries as expressly\nset forth herein.\n\n16.  ENTIRE AGREEMENT:  This Agreement is an integrated document and\nconstitutes and contains the complete understanding and agreement of\nthe parties with respect to the subject matter addressed herein, and\nsupersedes and replaces all prior negotiations and agreements, whether\nwritten or oral, concerning the subject matter hereof.\n\n17.  CONSTRUCTION:  Each party has cooperated in the drafting and\npreparation of this Agreement.  Hence, in any construction to be made\nof this Agreement, the same shall not be construed against any party\non the basis that the party was the drafter.  The captions of this\nAgreement are not part of the provisions and shall have no force or\neffect.\n\n18.  NOTICES:  Notices and all other communications provided for in\nthis Agreement shall be in writing and shall be delivered personally\nor sent by registered or certified mail, return receipt requested,\npostage prepaid, or sent by facsimile or prepaid overnight courier to\nthe parties at the addresses set forth below (or at such other\naddresses as shall be specified by the parties by like notice).  Such\nnotices, demands, claims, and other communications shall be deemed\ngiven:\n\n     a.  in the case of delivery by overnight service with guaranteed\nnext day delivery, such next day or the day designated for delivery;\n\n     b.  in the case of certified or registered United States mail,\nfive days after deposit in the United States mail; or\n\n     c.  in the case of facsimile, the date upon which the\ntransmitting party received confirmation of receipt by facsimile,\ntelephone, or otherwise; and\n\n     d.  in the case of personal delivery, when received.\n\nCommunications that are to be delivered by the United States mail or\nby overnight service are to be delivered to the addresses set forth\nbelow:\n\n                         (1)   To the Company:\n\n                               Qwest Holding Corporation\n                               555 Seventeenth Street\n                               Denver, Colorado 80202\n                               Attention:  Chairman of the Board\n\n                         (2)   To the Executive:\n\n                               Joseph P. Nacchio\n                               1 Manor Hill Drive\n                               Mendham, New Jersey  07945\n\n\nEach party, by written notice furnished to the other party, may modify\nthe acceptable delivery address, except that notice of change of\naddress shall be effective only upon receipt.  In the event that the\nCompany is aware that the Executive is not at the location when notice\nis being given, notice shall be deemed given when received by the\nExecutive, whether at the aforementioned location or at another\nlocation. \n\n19.  TAX WITHHOLDING:  The Company may withhold from any amounts\npayable under this Agreement such federal, state, or local taxes as\nshall be required to be withheld pursuant to any applicable law or\nregulation.\n\n20.  REPRESENTATION:  The Executive represents that he is\nknowledgeable and sophisticated as to business matters, including the\nsubject matter of this Agreement, that he has read this Agreement and\nthat he understands its terms.  The Executive acknowledges that, prior\nto assenting to the terms of this Agreement, he has been given a\nreasonable time to review it, to consult with counsel of his choice,\nand to negotiate at arm's-length with the Company as to its contents. \nThe Executive and the Company agree that the language used in this\nAgreement is the language chosen by the parties to express their\nmutual intent, and that they have entered into this Agreement freely\nand voluntarily and without pressure or coercion from anyone.\n\n\n\n\n             [Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, the Company and the Executive, intending to be\nlegally bound, have executed this Agreement on the day and year first\nabove written.\n\nQWEST HOLDING CORPORATION\n\n    \n     \/s\/\nBy:____________________________\nName:\nTitle:\n\n\nJOSEPH P. NACCHIO\n\n\/s\/\n_______________________________\n\n                              SCHEDULE 1\n\n\n                                                           Value\n\n<font size=\"2\">1.     Unmatured Long-Term Awards                     $   673,804\n\n\n2.     Non-Qualified Pension                            2,514,721\n\n\n3.     Stock Options                                    2,783,913\n\n\n4.     'Earnings' on Deferred                           4,211,419\n       Compensation Account\n\n\n5.     Restricted Shares                                  675,503\n\n\n6.     Ayco Fee                                            90,640\n\n\n7.     1996 Short Term Award                              350,000\n       (payable March 1997)\n<\/font>                                                      $11,300,000\n                                                                      \n                          AMENDMENT NO. 1\n                                                                       \n                                  TO\n\n                         EMPLOYMENT AGREEMENT\n\n\nAMENDMENT NO. 1 (the 'Amendment') to Employment Agreement dated as of\nDecember 21, 1996 (the 'Agreement') is made and entered into as of the\n3rd day of January, 1997 by and between Qwest Holding Corporation, a\nColorado corporation, having its principal executive offices in\nDenver, Colorado (the 'Company'), and Joseph P. Nacchio, residing at 1\nManor Hill Drive, Mendham, New Jersey  07945 (the 'Executive'). \nCapitalized terms not otherwise defined in this Amendment have the\nrespective meanings assigned in the Agreement.\n\nWHEREAS, Former Employer has agreed to extend to April 3, 1997 the\ndate on which the vested stock options of the Executive will be\ncancelled by reason of the termination of his employment with Former\nEmployer, the commencement of his employment with the Company or the\nperformance of his duties to the Company.\n\nNOW, THEREFORE, in consideration of the mutual promises and agreements\nset forth below, the Company and the Executive hereby agree as\nfollows:\n\n     1.     WAIVER OF PARAGRAPH 2(G)(ii):  The Executive shall not be\nrequired by Paragraph 2(g)(ii) of the Agreement to exercise any or all\nof the vested stock options for shares of common stock of Former\nEmployer promptly following the termination of the Executive's\nemployment with AT&amp;T Corp., or at any other time.\n\n     2.     AMENDMENT TO PARAGRAPH 3(B):  The second paragraph of\nParagraph 3(b) of the Agreement is hereby amended and restated in its\nentirety as follows:\n\n          The Equalization Payment shall be redetermined on March 21,\n1997.  The remaining installments of the Equalization Payment shall be\nreduced or increased (in each case in the order of payment) in an\naggregate amount equal to the product obtained by multiplying (i) the\nsum of (a) the number of shares of common stock of Former Employer\nissued to the Executive upon the exercise of vested stock options\nduring the period from January 6, 1997 through March 21, 1997 at\nexercise prices equal to or less than the closing prices per share of\nFormer Employer on the trading days immediately preceding the\nrespective dates of exercise plus (b) the number of shares of common\nstock of Former Employer issuable upon the exercise by the Executive\nof vested stock options held by the Executive at the close of business\non March 21, 1997 and having exercise prices equal to or less than the\nclosing price per share of the common stock of Former Employer on\nMarch 20, 1997 times (ii) the amount by which the closing price per\nshare of the common stock of Former Employer on March 21, 1997 is\ngreater than or less than, respectively, an amount per share equal to\nthe weighted average exercise price of the stock options referred to\nin the preceding clause (i).\n\n     3.  GOVERNING LAW:  The provisions of this Amendment shall be\nconstrued in accordance with, and governed by, the laws of the State\nof New York without regard to principles of conflicts of laws.\n\n     4.  CONTINUING EFFECT:  Except as expressly provided in this\nAmendment, the terms and provisions of the Agreement shall continue in\nfull force and effect.  Hereafter, the term 'Agreement' shall refer to\nthe Agreement, as amended by this Amendment.\n\n     5.  ENTIRE AGREEMENT:  This Amendment is an integrated document\nand constitutes and contains the complete understanding and agreement\nof the parties with respect to the subject matter addressed herein,\nand supersedes and replaces all prior negotiations and agreements,\nwhether written or oral, concerning the subject matter hereof.\n\n     6.  CONSTRUCTION:  Each party has cooperated in the drafting and\npreparation of this Amendment.  Hence, in any construction to be made\nof this Amendment, the same shall not be construed against any party\non the basis that the party was the drafter.  The captions of this\nAmendment are not part of the provisions and shall have no force or\neffect.\n\n\n\n           [Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, the Company and the Executive, intending to be\nlegally bound, have executed this Amendment on the day and year first\nabove written.\n\nQWEST HOLDING CORPORATION\n\n\n\nBy: \/s\/________________________\nName:    Philip F. Anschutz\nTitle:      Chairman\n\n\nJOSEPH P. NACCHIO\n\n\n\/s\/____________________________\n\nExhibit A\n                       QWEST HOLDING CORPORATION\n\n                     GROWTH SHARE PLAN AGREEMENT\n\n\n                            THIS AGREEMENT is made and entered into as of\nJanuary 1, 1997, by and between Qwest Holding Corporation  (the\n'Company') and Joseph P. Nacchio (the 'Participant').\n\n                            WHEREAS, the Company has adopted the Qwest\nHolding Corporation Growth Share Plan, as amended effective October 1,\n1996 (the 'Plan'), and\n\n                            WHEREAS, the Plan requires that an Agreement\nbe entered into between the Company and the Participant setting out\ncertain terms and benefits of the Plan as they apply to the\nParticipant;\n\n                            NOW, THEREFORE, the Company and the\nParticipant hereby agree as follows:\n\n                            1.   The Plan is hereby incorporated into and\nmade a part of this Agreement as though set forth in full herein. \nCapitalized terms that are used herein shall have the meanings\nassigned to such terms by the Plan, unless another definition is\nspecified in this Agreement.  The parties shall be bound by, and have\nthe benefit of, each and every provision of the Plan, including but\nnot limited to the provisions relating to amendment and termination of\nthe Plan which are set forth in the Plan.  Certain provisions\ncontained in the Plan are modified by the terms and provisions of this\nAgreement.  In the event of any conflict between the terms of this\nAgreement and the Plan, the provisions of this Agreement shall\nprevail.  The Plan and this Agreement are intended to provide to the\nParticipant the benefits of a stock appreciation right with respect to\nthe Growth Shares granted hereunder.\n\n                            2.   The beginning of the Performance Cycle\nfor Growth Shares granted under this Agreement will be January 1,\n1997.\n\n                            3.   The end of the Performance Cycle for\nGrowth Shares granted under this Agreement will be December 31, 2001.\n\n                            4.   The Participant is hereby granted\n300,000 Growth Shares under this Agreement.  The total number of\nGrowth Shares available for issuance shall at no time exceed\n10,000,000 Growth Shares.\n\n                            5.   The Beginning Company Value for the\npurpose of determining the value of the grant, determined as of\nJanuary 1, 1997, is $1,000,000,000 (one billion dollars)  The parties\nagree that neither party has made any representations or warranties to\nthe other party with respect to the amount of the Beginning Company\nValue or the Ending Company Value, respectively.  The parties also\nacknowledge that the actual value of the Company, or that the value of\nthe assets of the Company less its liabilities, in each case as of\nJanuary 1, 1997, may be more or less than the Beginning Company Value\nstated above.\n\n                            6.   (a)  Except as set forth below in\nsubparagraphs (b) and (c) below, Growth Shares granted under this\nAgreement will vest according to the following schedule:\n\n<font size=\"2\">\nPeriod of Time (Years)\nSince January 1, 1997          Annual Vesting    Cumulative Vesting\n\n                                            \n1                              20%                20%\n2                              20%                40%\n3                              20%                60%\n4                              20%                80%\n5                              20%               100%\n<\/font>\n        (b)  If the Participant's employment with the Company is\nterminated by the Company for any reason other than 'Cause' (as\ndefined in the Employment Agreement between the Company and the\nParticipant dated as of December 21, 1996 (the 'Employment\nAgreement')), or if the Participant terminates his employment for\n'Good Reason' (as defined in the Employment Agreement), the\nParticipant shall Vest in one-twelfth of the 20% of the Growth Shares\nsubject to annual vesting for the calendar year of termination for\neach full month of employment by the Company during such calendar\nyear.  The definition of 'Cause' contained in the Plan shall be\nreplaced by the definition of 'Cause' contained in Paragraph 4(b) of\nthe Employment Agreement.\n\n        (c)  If the Participant's employment with the Company\nterminates because of the Participant's death, 'Disability' (as\ndefined in the Employment Agreement) or Retirement, the Participant\nshall be 100% Vested with respect to his Growth Shares.  The\ndefinition of 'Permanent Disability' in the Plan shall be replaced by\nthe foregoing definition of 'Disability'.\n\n        (d)  Sections 7.3 and 7.4 and the third sentence of Section\n8.2 of the Plan shall not apply to the Participant with respect to his\nGrowth Shares.  The Growth Shares of the Participant shall not be\nsubject to forfeiture pursuant to such provisions.\n\n        (e)  Notwithstanding the provisions of Section 7.2 of the\nPlan, the Participant shall not become 100% Vested in his Growth\nShares upon the occurrence of a Change of Control unless, following\nthe Change of Control, the Participant's employment with the Company\nis terminated by the Company without 'Cause' or the Participant\nterminates his employment for 'Good Reason' (as defined in the\nEmployment Agreement, provided that the occurrence of a 'Change of\nControl' shall not constitute 'Good Reason' for purposes of this\nsubparagraph 6(e)).  Upon the occurrence of a Change of Control, the\nGrowth Shares of the Participant will remain subject to the Vesting\nprovisions of Section 7 of the Plan, as amended or modified by this\nParagraph 6.\n\n   7.   If the Participant's employment with the Company is\nterminated for 'Cause,' the Participant shall forfeit the Growth\nShares that are not vested in accordance with the provisions of\nparagraph 6 above and shall become entitled to payment with respect to\nhis Vested Growth Shares based upon the Ending Company Value\ndetermined as of the end of the immediately preceding calendar year. \nEnding Company Value shall be determined in accordance with Section\n8.1 of the Plan and payment shall be made in accordance with the\nremaining provisions of Section 8, as modified by this Agreement. \nEnding Company Value shall be determined as soon as practicable\nfollowing the date of the Participant's termination of employment, but\nin no event later than 90 days after the date of termination.\n\n   8.   The definition of 'Change of Control' contained in the Plan\nshall be replaced by the definition of Change of Control contained in\nParagraph 4(d)(4) of the Employment Agreement.\n\n   9.   The provisions of clauses (ii) and (iii) of Section 2.1(x)\nof the Plan, whereby a termination of the Plan or a Change of Control\nconstitutes a Triggering Event, shall not apply with respect to the\nParticipant's Growth Shares. \n\n   10.  In addition to the events set forth in Section 2.1(x) of the\nPlan, the following shall also constitute a 'Triggering Event':   The\npayment of dividends or other distributions with respect to the\noutstanding stock of the Company (other than such dividends or\ndistributions with respect to the outstanding stock of the Company\nthat are not, in the aggregate, in excess of the amount of equity\ncontributions to the capital of the Company, whether in the form of\ncapital contributions, purchases of stock, or otherwise, made by\nAnschutz Company, its affiliates or another equity investor in the\nCompany subsequent to the Effective Date) subsequent to the date as of\nwhich Beginning Company Value is determined for a grant of Growth\nShares that exceed, in the aggregate, the greater of (a) $200,000,000\nor (b) 50% or more of the sum of (i) the greater of the Beginning\nCompany Value with respect to that grant of Growth Shares or the\nAppraised Value of the Company pursuant to subsection 2.1(c), if any,\nsubsequent to the grant of such Growth Shares, plus (ii) the increase\nin the Company's retained earnings since the date of grant of the\nGrowth Shares or the date as of which Appraised Value was calculated\nif Appraised Value is the greater amount under (i) above.  The Board\nmay cause a determination of Appraised Value to be made for purposes\nof this provision at any time.\n\n   11.  In the case of a Triggering Event described above in\nParagraph 10 of this Agreement, the Ending Company Value will be the\nAppraised Value of the Company as of the last day of the month\nimmediately prior to or coincident with the date on which such\ndividend is paid, provided, however, that if all classes of the\nCompany's outstanding common equity securities are traded on an\nestablished securities market as of the time Ending Company Value is\nto be determined and the Company is subject to the reporting and\ndisclosure requirements of the Exchange Act, the Ending Company Value\nwill be determined by multiplying the per share Market Value of such\noutstanding equity securities on the date of the Triggering Event by\nthe total number of such securities outstanding at the time of the\nTriggering Event.\n\n   12.  The following provision shall be added to Section 6 of the\nPlan and shall apply to the Participant's Growth Shares:\n\n        6.4  Adjustment of Number of Growth Shares.  Upon\n   changes in the outstanding common stock of the Company by\n   reason of a merger, consolidation (whether or not the\n   Company is the surviving corporation), a combination or\n   exchange of shares, separation, reorganization or\n   liquidation, the aggregate number of Growth Shares available\n   under the Plan for awards and the outstanding Growth Share\n   grants shall, in each case, be correspondingly adjusted by\n   the Board in order to equitably reflect any such changes.\n\n   13.  The following provisions shall be added to Section 7.2 of\nthe Plan and shall apply to the Participant's Growth Shares:\n\n   Upon the occurrence of a Triggering Event described above in\n   Paragraph 10 of this Agreement, the Participant shall become\n   100% Vested in a percentage of his Growth Shares equal to\n   the percentage of Ending Company Value distributed to the\n   shareholders of the Company in the form of dividends, as\n   described in Paragraph 10 of this Agreement.  The remaining\n   Growth Shares of the Participant, in such an event, shall\n   remain subject to the other Vesting provisions of the Plan,\n   as modified by this Agreement.\n\n   14.  The next to the last sentence of Section 8.1 of the Plan\nshall be replaced by the following sentence with respect to the\nParticipant's Growth Shares:\n\n   For purposes of clause (C) above, a merger or other\n   reorganization where the shareholders of the Company\n   immediately prior to the transaction own more than 50% of\n   the surviving entity in approximately the same proportions\n   as they owned of the Company immediately prior to the\n   transaction shall be treated as the acquisition of assets\n   for Company stock.\n\n   15.  Notwithstanding the other provisions of Section 8 of the\nPlan, in the case of a Triggering Event described above in Paragraph\n10 of this Agreement, the amount payable initially with respect to\nVested Growth Shares shall be a percentage of the value determined in\naccordance with Section 8.1 of the Plan, with such percentage being\nequal to the percentage of the Ending Company Value distributed to the\nshareholders of the Company in the form of dividends or otherwise that\nserves as the Triggering Event.  In such a case, the Participant's\nGrowth Shares shall remain subject to the provisions of the Plan and\nthis Agreement and any further payment with respect to such Growth\nShares, if any, shall be made in accordance with the applicable\nprovisions of the Plan and this Agreement.\n\n   16.  Notwithstanding the provisions of Section 8.3 of the Plan,\npayment to the Participant with respect to his Growth Shares shall be\nmade in cash (unless the Participant agrees otherwise) unless, at the\ntime of the Triggering Event, the shares of the Company's common stock\nsatisfy the requirements of Section 8.4(b) of the Plan, in which case\nthe provisions of Section 8.4(b) of the Plan shall apply with respect\nto the payment for the Participant's Growth Shares.  Payment to the\nParticipant, in cash or in shares of the Company's Common Stock, as\napplicable, shall be made no later than thirty (30) days after the\nfinal determination of the value of the Participant's Growth Shares.\n\n   17.  The provisions of Section 13 of the Plan shall be replaced\nin their entirety by the following:\n\n        The Board may at any time terminate, and from time to\n   time may amend or modify the Plan.  Upon termination of the\n   Plan, no further Growth Shares shall be issued, but the\n   provisions of the Plan shall remain applicable to all Growth\n   Shares then outstanding at the time of Plan termination.  No\n   amendment, modification or termination of the Plan shall in\n   any manner adversely affect any Growth Shares theretofore\n   granted under the Plan, without the consent of the\n   Participant holding such Growth Shares.\n\n   18.  Notwithstanding the provisions of Section 3 of the Plan, if\nany dispute arises between the Participant and the Company with\nrespect to the meaning or interpretation of the Plan or this\nAgreement, such dispute shall be resolved on a de novo basis pursuant\nto the arbitration provisions contained in Section 9 of the Employment\nAgreement.\n\n   19.  If the shares of the Company's common stock are actively\ntraded on an established securities market and the Company is subject\nto the reporting and disclosure requirements of the Securities\nExchange Act of 1934, as amended, as provided in Section 8.4(b) of the\nPlan, the Participant may elect to receive payment for up to 20% of\nhis Vested Growth Shares in shares of the Company's common stock in\naccordance with the provisions of this Paragraph.  The Participant may\nexercise his election to receive payment for up to 20% of his Vested\nGrowth Shares (taking into account any prior payments made pursuant to\nthis Paragraph) by delivering written notice of such election to the\nBoard during the period beginning on the third business day following\nthe date of release of the Company's quarterly financial data and\nending on the twelfth business day following such date (the 'Window\nPeriod').  The election shall specify the number of Growth Shares with\nrespect to which the Participant has elected to receive payment.  The\namount of payment to be received by the Participant with respect to\nsuch Growth Shares shall be based upon the provisions of Section 8.1\nof the Plan, with the Ending Company Value determined by taking the\naverage of the mean between the bid and the asked prices of the\nCompany's common stock, or the closing price, as applicable, on the\nprincipal stock exchange on which such common stock is traded, over\nthe trading days included within the Window Period.  The Company shall\ncause a certificate covering the nearest whole number of shares of the\nCompany's common stock with a value so determined to be issued and\ndelivered to the Participant as soon as reasonably practicable\nfollowing the determination of the value of the Participant's Growth\nShares in accordance with the provisions of this Paragraph.  The\nVested Growth Shares for which the Participant receives payment under\nthis Paragraph shall be canceled and the Participant shall be entitled\nto no further payments under the Plan with respect to such canceled\nGrowth Shares.\n\n   20.  The provisions of Section 11 of the Plan shall not apply\nwith respect to the Participant's Growth Shares.\n\n   21.  This Agreement shall inure to the benefit of, and be binding\nupon, the Company, its successors and assigns, and the Participant and\nhis Beneficiaries.\n\n   22.  This Agreement may be modified or amended only by means of a\nwritten instrument executed by the parties hereto.\n\n   IN WITNESS WHEREOF, the parties hereto have entered into this\nAgreement as of the date first above written.\n\n                            QWEST HOLDING CORPORATION\n\n\n                            By:_________________________________\n\n\n                            PARTICIPANT\n\n\n                            ____________________________________\n                               Joseph P. Nacchio\n\n                DESIGNATION OF BENEFICIARY FOR PAYMENTS\n                  DUE UNDER QWEST HOLDING CORPORATION\n                           GROWTH SHARE PLAN\n\n   The undersigned is a Participant in the Qwest Holding Corporation\nGrowth Share Plan, as amended effective October 1, 1996 (the 'Plan')\nestablished by Qwest Holding Corporation (the 'Company').\n\n   Pursuant to Section 10 of the Plan, the undersigned hereby\ndesignates the following persons or entities as primary and secondary\nbeneficiaries and primary and secondary appointees as my legal\nrepresentative of any amount due to me under the Plan with respect to\nthe grant of Growth Shares effective as of January 1, 1997 and payable\nby reason of my death or disability, respectively:\n\n                                DEATH\nPrimary Beneficiary:\n\nName:                Address:                      Relationship:\n\n_______________      ________________________      _________________\n                     ________________________\n\n\nSecondary (Contingent) Beneficiary:\n\n\nName:                Address:                      Relationship:\n\n_______________      ________________________      _________________\n                     ________________________\n\n\n                             DISABILITY\nPrimary Appointee:\n\n\nName:                Address:                      Relationship:\n\n_______________      ________________________      _________________\n                     ________________________\n\nSecondary (Contingent) Appointee:\n\n\nName:                Address:                      Relationship:\n\n_______________      ________________________      _________________\n                     ________________________\n\nTHE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY OR APPOINTEE DESIGNATION IS\nHEREBY RESERVED.  ALL PRIOR DESIGNATIONS (IF ANY) OF BENEFICIARIES AND\nAPPOINTEES, OF ANY KIND, ARE HEREBY REVOKED.\n\n   The Company shall pay all sums payable under the Plan by reason of my\ndeath to the Primary Beneficiary, if he or she survives me, and if no\nPrimary Beneficiary shall survive me, then to the Secondary Beneficiary, and\nif no named beneficiary survives me, then the Company shall pay all amounts\nin accordance with Section 10 of the Plan.  In the event that a named\nbeneficiary survives me and dies prior to receiving the entire amount\npayable under the Plan, then and in that event, the remaining unpaid amount,\npayable according to the terms of the Plan, shall be payable to the personal\nrepresentative of the estate of said deceased beneficiary, who survives me,\nbut dies prior to receiving the total amount due under the Plan.  This same\npayment scheme shall apply to Primary and Secondary Appointees except that\nno amount payable under the Plan shall be paid to the estate of a Primary or\nSecondary Appointee.  Should the Secondary Appointee not survive me and not\nreceive the full amount payable under the Plan, then such remaining amount\nshall be payable to my guardian or conservator as appointed by a court of\ncompetent jurisdiction.\n\n   IN WITNESS WHEREOF, the undersigned has executed this document on the\nday and year hereinafter indicated, in the presence of the witnesses\nindicated below who each signed as witnesses in the presence of the\nundersigned and each other.\n\n\n                                      ________________________________\n                                                           Name\n\n\n                                      ________________________________\n                                                         Signature\n\n                                      ________________________________\n                                                            Date\nWITNESSES:\n\n\n______________________________\n                     Name\n\n______________________________\n                   Signature\n\n______________________________\n                      Name\n\n______________________________\n                   Signature\n\n\n\nNOTE:    In preparing this Designation of Beneficiary, you should consult with\n         your attorney to determine the appropriate method of designation\n         consistent with your personal estate plan.\n\n                                 EXHIBIT B\n\n             SEPARATION AND GENERAL RELEASE AGREEMENT\n\n\n     THIS SEPARATION AND GENERAL RELEASE AGREEMENT (the            \n'Agreement') is made as of this ____ day of ______________, ____ by and \nbetween  [ABC], an individual residing at ______________ ('Mr.  ABC'), and \nQwest  Holding Corporation, a Colorado corporation, having its principal \nexecutive  offices in Denver, Colorado ('Qwest').  In consideration of the \nmutual  agreements set forth below, Mr. ABC and Qwest hereby agree as\nfollows:\n\n     1.   SEPARATION AS AN OFFICER, DIRECTOR, AND EMPLOYEE:  Mr.\nABC hereby acknowledges that, effective at the close of business on \n______________, he no longer holds the positions of President and Chief \nExecutive Officer of Qwest, nor will he hold as of such date any other \npositions as an employee or officer of Qwest or any of its subsidiaries or\naffiliated companies.  In addition, effective at the close of business on \n______________, Mr. ABC shall resign from his position as a Director of \nQwest,  and from any other positions he holds as a director of Qwest's \nsubsidiaries or affiliated companies.\n\n      2.  RELEASE OF CLAIMS AGAINST QWEST:  For good and valuable\nconsideration, including the payments and benefits set forth in either \nParagraphs 4 or 5 (as applicable) of the Employment Agreement between Mr. ABC \nand Qwest effective ______________, 199__ (the 'Employment Agreement'), which \nincludes special enhancements to which Mr. ABC would not otherwise be entitled \nunder current company policies, plans, and guidelines, Mr. ABC hereby \nknowingly, voluntarily, and willingly releases, discharges, and covenants \nnot to sue Qwest and its direct and indirect parents, subsidiaries, affiliates,\nand related companies, past and present, as well as each of its and their \nformer  directors, officers, employees, Board of Directors and agents \nthereof, representatives, attorneys, trustees, insurers, assigns, successors,\n and agents, past and present (collectively hereinafter referred to as the \n'Releases'), from and with respect to any and all actions, claims, or lawsuits,\nwhether known or unknown, suspected or unsuspected, in law or in equity, which \nagainst the Releases, Mr. ABC, and his heirs, executors, administrators, \nsuccessors, assigns, dependents, descendants, and attorneys ever had, now \nhave, or hereafter can, shall or may have arising out of or in any way relating\n to Mr. ABC's employment by Qwest, his separation from that employment, his \nseparation from Qwest, or his participation on the Board of Directors of \nQwest, including without limitation the following:\n\n     a.   any and all claims arising out of or in any way relating to breach \nof oral or  written employment contracts (whether such contracts were express \nor implied), or any and all tort claims;\n\n     b.   any and all claims arising out of or in any way relating to age, \nrace, sex, religion, national origin, disability, or other form of employment\ndiscrimination, including without limitation any claims under Title VII of\nthe Civil Rights Act of 1964, as amended, the Age Discrimination in\nEmployment Act of 1967, as amended, the Americans with Disabilities\nAct of 1990, the Employee Retirement Income Security Act of 1974, as\namended, the New Jersey Law Against Discrimination, the Colorado\nAnti-Discrimination Act, or any other federal, state or local law,\nordinance, or administrative regulation; or\n\n     c.   any and all claims for salary, bonus, severance pay, pension, \nvacation pay, life insurance, health or medical insurance, or any other fringe \nbenefits, including payments or benefits under the Qwest Holding Corporation\nGrowth Share Plan other than the payments and benefits provided for in or\nin accordance with the Employment Agreement and the Growth Share\nPlan referred to therein.\n\nprovided that such release shall not affect Mr. ABC's rights (x) under the \nConsolidated Omnibus Budget Reconciliation Act of 1986, (y) any conversion \nrights under any applicable life insurance policies and (z) any rights with \nrespect to Indemnification Payments (as defined in the Employment Agreement).\n\n     3.   ADEA WAIVER OF CLAIMS:  Mr. ABC expressly acknowledges and agrees\nthat his release and waiver of rights and claims is knowing and voluntary, \nthat by this Agreement he will receive compensation beyond that which he was \nalready entitled to receive before entering into this Agreement, that he \nhas been given a period of twenty-one (21) days within which to consider \nthis Agreement, and that he elects to execute this Agreement on this \ndate.  Mr. ABC shall have seven (7) days following the execution of this \nAgreement within which he may revoke this Agreement, and this Agreement shall \nnot become effective or enforceable until such seven-day revocation \nperiod has expired.  To be effective, such revocation must be in writing and\ndelivered to counsel for Qwest on or before the last day of the seven-day \nrevocation period.  Mr. ABC certifies that he understands and agrees to all of \nthe terms of this Agreement, and has had an opportunity to discuss these \nterms with an attorney of his own choosing.  Mr. ABC further acknowledges \nthat he has been advised previously by Qwest, and by this writing is again \nadvised by Qwest, to consult with an attorney prior to executing this \nAgreement and regarding his release  of claims herein, including without \nlimitation the release of claims under the Age Discrimination in Employment \nAct of 1967, as amended.\n\n      4.  RELEASE OF CLAIMS AGAINST MR. ABC:  For good and  valuable\nconsideration, including without limitation the release described in this \nAgreement, Qwest (for itself and behalf of the other Releasees) hereby \nreleases, discharges, and covenants not to sue Mr. ABC, as well as his \nheirs, executors, administrators, successors and assigns, from and with\nrespect to any and all actions, claims, or lawsuits, whether known or \nunknown, suspected or unsuspected in law or in equity, which against Mr. ABC, \nQwest had, now has, or hereafter can, shall, or may have arising out of or in \nany way relating to Mr. ABC's employment by Qwest, his separation from that \nemployment, his separation from Qwest, or his participation on the board of\ndirectors of Qwest.\n\n     5.   EXTENT OF RELEASES:   It is the express intention of Mr. ABC and \nQwest that this Agreement constitutes a full and comprehensive release of all \nclaims and potential claims, to the fullest extent permitted by law.  Mr. ABC \nand Qwest acknowledge that they may hereafter discover claims or facts in \naddition to or different from those which they now know or believe to exist \nwith respect to the subject matter of this Agreement and which if known or\nsuspected at the time of executing this Agreement, may have materially \naffected this Agreement or their decision to enter into it.  Nevertheless, \nMr. ABC and Qwest hereby waive any right, claim, or cause of action that might \narise as a result of such different or additional claims or facts.\n\n     6.   CONTINUING OBLIGATIONS OF MR. ABC:  This Agreement shall not\nsupersede any continuing obligations Mr. ABC has under the terms of the \nEmployment Agreement, or any other agreement between Mr. ABC and Qwest, \nincluding without limitation the confidentiality provisions of Paragraph 7 of \nthe Employment Agreement.\n\n     7.   CHOICE OF LAW.  This Agreement and the rights and obligations of the\nparties hereunder shall be governed by and construed and enforced in \naccordance with the laws of the State of New York, without regard to \nprinciples of conflict of laws.\n\n     IN WITNESS WHEREOF, Qwest and Mr. ABC, intending to be legally bound, \nhave executed this Agreement on the day and year first above written.\n\n                              QWEST HOLDING CORPORATION\n\n                              By:  ___________________________\n\n\n                              MR. ABC\n\n                              By:  ___________________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9544],"class_list":["post-39512","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39512","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39512"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39512"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39512"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39512"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}