{"id":39778,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-incentive-plan-qwest-communications-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-incentive-plan-qwest-communications-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/equity-incentive-plan-qwest-communications-international-inc.html","title":{"rendered":"Equity incentive Plan &#8211; Qwest Communications International Inc."},"content":{"rendered":"<pre> \n================================================================================\n\n\n                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n                             EQUITY INCENTIVE PLAN\n\n                         (EFFECTIVE ___________, 1997)\n\n\n================================================================================\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n\n                                                                    Page\n                                                                    ----\n                                                               \nARTICLE I        INTRODUCTION....................................... 1\n1.1              Establishment...................................... 1\n1.2              Purposes........................................... 1\n\nARTICLE II       DEFINITIONS........................................ 1\n2.1              Definitions........................................ 1\n2.2              Gender and Number.................................. 3\n\nARTICLE III      PLAN ADMINISTRATION................................ 4\n\nARTICLE IV       STOCK SUBJECT TO THE PLAN.......................... 4\n4.1              Number of Shares................................... 4\n4.2              Other Shares of Stock.............................. 5\n4.3              Adjustments for Stock Split, Stock Dividend, Etc... 5\n4.4              Other Distributions and Changes in the Stock....... 5\n4.5              General Adjustment Rules........................... 5\n4.6              Determination by the Committee, Etc................ 6\n\nARTICLE V        CORPORATE REORGANIZATION; CHANGE IN CONTROL........ 6\n5.1              Reorganization..................................... 6\n5.2              Required Notice.................................... 6\n5.3              Acceleration of Exercisability..................... 7\n5.4              Change in Control.................................. 7\n5.5              Limitation on Payments............................. 8\n\nARTICLE VI       PARTICIPATION...................................... 8\n\nARTICLE VII      OPTIONS............................................ 8\n7.1              Grant of Options................................... 8\n7.2              Stock Option Certificates.......................... 9\n7.3              Restrictions on Incentive Options..................12\n7.4              Shareholder Privileges.............................12\n\nARTICLE VIII     RESTRICTED STOCK AWARDS............................13\n8.1              Grant of Restricted Stock Awards...................13\n8.2              Restrictions.......................................13\n8.3              Privileges of a Stockholder, Transferability.......13\n8.4              Enforcement of Restrictions........................13\n\nARTICLE IX       STOCK UNITS........................................14\n\nARTICLE X        STOCK APPRECIATION RIGHTS..........................14\n10.1             Persons Eligible...................................14\n\n\n                                       i\n\n \n\n<font size=\"2\">\n                                                              \n10.2             Terms of Grant.....................................14\n10.3             Exercise...........................................14\n10.4             Number of Shares or Amount of Cash.................14\n10.5             Effect of Exercise.................................15\n10.6             Termination of Services............................15\n\nARTICLE XI       STOCK BONUSES......................................15\n\nARTICLE XII      OTHER COMMON STOCK GRANTS..........................15\n\nARTICLE XIII     RIGHTS OF PARTICIPANTS.............................16\n13.1             Service............................................16\n13.2             Nontransferability.................................16\n13.3             No Plan Funding....................................16\n\nARTICLE XIV      GENERAL RESTRICTIONS...............................16\n14.1             Investment Representations.........................16\n14.2             Compliance with Securities Laws....................17\n14.3             Changes in Accounting Rules........................17\n\nARTICLE XV       OTHER EMPLOYEE BENEFITS............................17\n\nARTICLE XVI      PLAN AMENDMENT, MODIFICATION AND TERMINATION.......17\n\nARTICLE XVII     WITHHOLDING........................................18\n17.1             Withholding Requirement............................18\n17.2             Withholding With Stock.............................18\n\nARTICLE XVIII    REQUIREMENTS OF LAW................................19\n18.1             Requirements of Law................................19\n18.2             Federal Securities Law Requirements................19\n18.3             Governing Law......................................19\n\nARTICLE XIX      DURATION OF THE PLAN...............................19\n\n<\/font>\n\n                                      ii\n\n \n                    QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n                             EQUITY INCENTIVE PLAN\n\n\n\n                                   ARTICLE I\n\n                                 INTRODUCTION\n\n      1.1 ESTABLISHMENT.  Qwest Communications International Inc., a Delaware\ncorporation, hereby establishes the Qwest Communications International Inc.\nEquity Incentive Plan (the 'Plan') for certain key employees of the Company (as\ndefined in subsection 2.1(f)) and certain consultants to the Company.  The Plan\npermits the grant of incentive stock options within the meaning of Section 422\nof the Internal Revenue Code of 1986, as amended, non-qualified stock options,\nrestricted stock awards, stock appreciation rights, stock bonuses, stock units\nand other stock grants to certain key employees of the Company and to certain\nconsultants to the Company.\n\n      1.2 PURPOSES.  The purposes of the Plan are to provide those who are\nselected for participation in the Plan with added incentives to continue in the\nlong-term service of the Company and to create in such persons a more direct\ninterest in the future success of the operations of the Company by relating\nincentive compensation to increases in shareholder value, so that the income of\nthose participating in the Plan is more closely aligned with the income of the\nCompany's shareholders.  The Plan is also designed to provide a financial\nincentive that will help the Company attract, retain and motivate the most\nqualified employees and consultants.\n\n\n                                  ARTICLE II\n\n                                  DEFINITIONS\n\n      2.1 DEFINITIONS.  The following terms shall have the meanings set forth\nbelow:\n\n          (a) 'AFFILIATED CORPORATION' means any corporation or other entity\nthat is affiliated with Qwest through stock ownership or otherwise and is\ndesignated as an 'Affiliated Corporation' by the Board, provided, however, that\nfor purposes of Incentive Options granted pursuant to the Plan, an 'Affiliated\nCorporation' means any parent or subsidiary of the Company as defined in Section\n424 of the Code.\n\n          (b) 'AWARD' means an Option, a Restricted Stock Award, a Stock\nAppreciation Right, a Stock Unit, grants of Stock pursuant to Article XI or\nother issuances of Stock hereunder.\n\n          (c) 'BOARD' means the Board of Directors of Qwest.\n\n          (d) 'CODE' means the Internal Revenue Code of 1986, as it may be\namended from time to time.\n\n                                       1\n\n \n          (e) 'COMMITTEE' means a committee consisting of members of the Board\nwho are empowered hereunder to take actions in the administration of the Plan.\nThe Committee shall be so constituted at all times as to permit the Plan to\ncomply with Rule 16b-3 or any successor rule promulgated under the Securities\nExchange Act of 1934 (the '1934 Act').  Members of the Committee and any\nsubcommittee or special committee shall be appointed from time to time by the\nBoard, shall serve at the pleasure of the Board and may resign at any time upon\nwritten notice to the Board.  The Committee shall select Participants from\nEligible Employees and Eligible Consultants of the Company and shall determine\nthe awards to be made pursuant to the Plan and the terms and conditions thereof.\n\n          (f) 'COMPANY' means Qwest and the Affiliated Corporations.\n\n          (g) 'DISABLED' or 'DISABILITY' shall have the meaning given to such\nterms in Section 22(e)(3) of the Code.\n\n          (h) 'EFFECTIVE DATE' means the effective date of the Plan, May 23,\n1997.\n\n          (i) 'ELIGIBLE EMPLOYEES' means those key employees (including, without\nlimitation, officers and directors who are also employees) of the Company or any\nsubsidiary or division thereof, upon whose judgment, initiative and efforts the\nCompany is, or will become, largely dependent for the successful conduct of its\nbusiness.  For purposes of the Plan, an employee is an individual whose wages\nare subject to the withholding of federal income tax under section 3401 of the\nCode.\n\n          (j)  'ELIGIBLE CONSULTANTS' means those consultants to the Company who\nare determined, by the Committee, to be individuals whose services are important\nto the Company and who are eligible to receive Awards, other than Incentive\nOptions, under the Plan.\n\n          (k) 'FAIR MARKET VALUE' means the average of the mean between the bid\nand the asked prices of the Stock or the closing price, as applicable, on the\nNASDAQ National Market System, the principal stock exchange or other market on\nwhich the Stock is traded, over the five consecutive trading days ending on a\nparticular date or by such other method as the Committee may specify at the time\nan Award is granted.  If the price of the Stock is not reported on any\nsecurities exchange or national market system, the Fair Market Value of the\nStock on a particular date shall be as determined by the Committee.  If, upon\nexercise of an Option, the exercise price is paid by a broker's transaction as\nprovided in subsection 7.2(g)(ii)(D), Fair Market Value, for purposes of the\nexercise, shall be the price at which the Stock is sold by the broker.\n\n          (l) 'INCENTIVE OPTION' means an Option designated as such and granted\nin accordance with Section 422 of the Code.\n\n          (m) 'NON-QUALIFIED OPTION' means any Option other than an Incentive\nOption.\n\n          (n) 'OPTION' means a right to purchase Stock at a stated or formula\nprice for a specified period of time.  Options granted under the Plan shall be\neither Incentive Options or Non-Qualified Options.\n\n                                       2\n\n \n          (o) 'OPTION CERTIFICATE' shall have the meaning given to such term in\nSection 7.2 hereof.\n\n          (p) 'OPTION HOLDER' means a Participant who has been granted one or\nmore Options under the Plan.\n\n          (q) 'OPTION PRICE' means the price at which each share of Stock\nsubject to an Option may be purchased, determined in accordance with subsection\n7.2(b).\n\n          (r) 'PARTICIPANT' means an Eligible Employee or Eligible Consultant\ndesignated by the Committee from time to time during the term of the Plan to\nreceive one or more of the Awards provided under the Plan.\n\n          (s) 'QWEST' means Qwest Communications International Inc. and any\nsuccessor thereto.\n\n          (t) 'RESTRICTED STOCK AWARD' means an award of Stock granted to a\nParticipant pursuant to Article VIII that is subject to certain restrictions\nimposed in accordance with the provisions of such Section.\n\n          (u)  'SHARE' means a share of Stock.\n\n          (v) 'STOCK' means the $0.01 par value common stock of Qwest.\n\n          (w) 'STOCK APPRECIATION RIGHT' means the right, granted by the\nCommittee pursuant to the Plan, to receive a payment equal to the increase in\nthe Fair Market Value of a Share of Stock subsequent to the grant of such Award.\n\n          (x) 'STOCK BONUS' means either an outright grant of Stock or a grant\nof Stock subject to and conditioned upon certain employment or performance\nrelated goals.\n\n          (y) 'STOCK UNIT' means a measurement component equal to the Fair\nMarket Value of one share of Stock on the date for which a determination is made\npursuant to the provisions of this Plan.\n\n      2.2 GENDER AND NUMBER.  Except when otherwise indicated by the context,\nthe masculine gender shall also include the feminine gender, and the definition\nof any term herein in the singular shall also include the plural.\n\n\n                                  ARTICLE III\n\n                              PLAN ADMINISTRATION\n\n     The Plan shall be administered by the Committee.  In accordance with the\nprovisions of the Plan, the Committee shall, in its sole discretion, select the\nParticipants from among the Eligible Employees and Eligible Consultants,\ndetermine the Awards to be made pursuant to the Plan, the \n\n                                       3\n\n \nnumber of Stock Units, Stock Appreciation Rights or shares of Stock to be issued\nthereunder and the time at which such Awards are to be made, fix the Option\nPrice, period and manner in which an Option becomes exercisable, establish the\nduration and nature of Restricted Stock Award restrictions, establish the terms\nand conditions applicable to Stock Bonuses and Stock Units, and establish such\nother terms and requirements of the various compensation incentives under the\nPlan as the Committee may deem necessary or desirable and consistent with the\nterms of the Plan. The Committee shall determine the form or forms of the\nagreements with Participants that shall evidence the particular provisions,\nterms, conditions, rights and duties of Qwest and the Participants with respect\nto Awards granted pursuant to the Plan, which provisions need not be identical\nexcept as may be provided herein; provided, however, that Eligible Consultants\nshall not be eligible to receive Incentive Options. The Committee may from time\nto time adopt such rules and regulations for carrying out the purposes of the\nPlan as it may deem proper and in the best interests of the Company. The\nCommittee may correct any defect, supply any omission or reconcile any\ninconsistency in the Plan or in any agreement entered into hereunder in the\nmanner and to the extent it shall deem expedient and it shall be the sole and\nfinal judge of such expediency. No member of the Committee shall be liable for\nany action or determination made in good faith. The determinations,\ninterpretations and other actions of the Committee pursuant to the provisions of\nthe Plan shall be binding and conclusive for all purposes and on all persons.\n\n\n                                  ARTICLE IV\n\n                           STOCK SUBJECT TO THE PLAN\n\n      4.1 NUMBER OF SHARES.  The number of Shares that are authorized for\nissuance under the Plan in accordance with the provisions of the Plan and\nsubject to such restrictions or other provisions as the Committee may from time\nto time deem necessary shall not exceed 10,000,000, subject to the provisions\nregarding changes in capital described below.  The maximum number of Shares with\nrespect to which a Participant may receive Options and Stock Appreciation Rights\nunder the Plan in any calendar year is 10,000,000 Shares.  The Shares may be\neither authorized and unissued Shares or previously issued Shares acquired by\nQwest.  This authorization may be increased from time to time by approval of the\nBoard and by the stockholders of Qwest if, in the opinion of counsel for Qwest,\nstockholder approval is required.  Shares of Stock that may be issued upon\nexercise of Options or Stock Appreciation Rights, that are issued as Restricted\nStock Awards or Stock Bonuses, that are issued with respect to Stock Units, and\nthat are issued as incentive compensation or other Stock grants under the Plan\nshall be applied to reduce the maximum number of Shares remaining available for\nuse under the Plan.  Qwest shall at all times during the term of the Plan and\nwhile any Options or Stock Units are outstanding retain as authorized and\nunissued Stock at least the number of Shares from time to time required under\nthe provisions of the Plan, or otherwise assure itself of its ability to perform\nits obligations hereunder.\n\n      4.2 OTHER SHARES OF STOCK.  Any shares of Stock that are subject to an\nOption that expires or for any reason is terminated unexercised, any shares of\nStock that are subject to an Award (other than an Option) and that are\nforfeited, and any shares of Stock withheld for the payment of taxes or received\nby Qwest as payment of the exercise price of an Option shall automatically\nbecome available for use under the Plan, provided, however, that no more than\n10,000,000 shares of Stock may be awarded pursuant to Incentive Options.\n\n                                       4\n\n \n      4.3 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC.  If Qwest shall at\nany time increase or decrease the number of its outstanding Shares or change in\nany way the rights and privileges of such Shares by means of the payment of a\nstock dividend or any other distribution upon such shares payable in Stock, or\nthrough a stock split, subdivision, consolidation, combination, reclassification\nor recapitalization involving the Stock, then in relation to the Stock that is\naffected by one or more of the above events, the numbers, rights and privileges\nof the following shall be increased, decreased or changed in like manner as if\nthey had been issued and outstanding, fully paid and nonassessable at the time\nof such occurrence:  (i) the Shares as to which Awards may be granted under the\nPlan and (ii) the Shares then included in each outstanding Award granted\nhereunder.\n\n      4.4 OTHER DISTRIBUTIONS AND CHANGES IN THE STOCK.  If\n\n          (a) Qwest shall at any time distribute with respect to the Stock\nassets or securities of persons other than Qwest (excluding cash or\ndistributions referred to in Section 4.3), or\n\n          (b) Qwest shall at any time grant to the holders of its Stock rights\nto subscribe pro rata for additional shares thereof or for any other securities\nof Qwest, or\n\n          (c) there shall be any other change (except as described in Section\n4.3) in the number or kind of outstanding Shares or of any stock or other\nsecurities into which the Stock shall be changed or for which it shall have been\nexchanged,\n\nand if the Committee shall in its discretion determine that the event described\nin subsection (a), (b), or (c) above equitably requires an adjustment in the\nnumber or kind of Shares subject to an Option or other Award, an adjustment in\nthe Option Price or the taking of any other action by the Committee, including\nwithout limitation, the setting aside of any property for delivery to the\nParticipant upon the exercise of an Option or the full vesting of an Award, then\nsuch adjustments shall be made, or other action shall be taken, by the Committee\nand shall be effective for all purposes of the Plan and on each outstanding\nOption or Award that involves the particular type of stock for which a change\nwas effected.  Notwithstanding the foregoing provisions of this Section 4.4,\npursuant to Section 8.3 below, a Participant holding Stock received as a\nRestricted Stock Award shall have the right to receive all amounts, including\ncash and property of any kind, distributed with respect to the Stock after such\nRestricted Stock Award was granted upon the Participant's becoming a holder of\nrecord of the Stock.\n\n      4.5 GENERAL ADJUSTMENT RULES.  No adjustment or substitution provided for\nin this Article IV shall require Qwest to sell a fractional share of Stock under\nany Option, or otherwise issue a fractional share of Stock, and the total\nsubstitution or adjustment with respect to each Option and other Award shall be\nlimited by deleting any fractional share.  In the case of any such substitution\nor adjustment, the aggregate Option Price for the total number of shares of\nStock then subject to an Option shall remain unchanged but the Option Price per\nshare under each such Option shall be equitably adjusted by the Committee to\nreflect the greater or lesser number of shares of Stock or other securities into\nwhich the Stock subject to the Option may have been changed, and appropriate\nadjustments shall be made to other Awards to reflect any such substitution or\nadjustment.\n\n                                       5\n\n \n      4.6 DETERMINATION BY THE COMMITTEE, ETC.  Adjustments under this Article\nIV shall be made by the Committee, whose determinations with regard thereto\nshall be final and binding upon all parties thereto.\n\n\n                                   ARTICLE V\n\n                  CORPORATE REORGANIZATION; CHANGE IN CONTROL\n\n      5.1 REORGANIZATION OF QWEST.  Except as provided otherwise by the\nCommittee at the time an Award is granted, upon the occurrence of any of the\nfollowing events, if the notice required by Section 5.2 shall have first been\ngiven, the Plan and all Options then outstanding hereunder shall automatically\nterminate and be of no further force and effect whatsoever, and other Awards\nthen outstanding shall be treated as described in Sections 5.2 and 5.3, without\nthe necessity for any additional notice or other action by the Board or Qwest:\n(a) the merger or consolidation of Qwest with or into another corporation or\nother reorganization (other than a reorganization under the United States\nBankruptcy Code) of Qwest (other than a consolidation, merger, or reorganization\nin which Qwest is the continuing corporation and which does not result in any\nreclassification or change of outstanding shares of Stock); or (b) the sale or\nconveyance of the property of Qwest as an entirety or substantially as an\nentirety (other than a sale or conveyance in which the Qwest continues as\nholding company of an entity or entities that conduct the business or business\nformerly conducted by Qwest); or (c) the dissolution or liquidation of Qwest.\n\n      5.2 REQUIRED NOTICE.  At least 30 days' prior written notice of any event\ndescribed in Section 5.1 shall be given by Qwest to each Option Holder and\nParticipant unless (a) in the case of the events described in clauses (a) or (b)\nof Section 5.1, Qwest, or the successor or purchaser, as the case may be, shall\nmake adequate provision for the assumption of the outstanding Options or the\nsubstitution of new options for the outstanding Options on terms comparable to\nthe outstanding Options except that the Option Holder shall have the right\nthereafter to purchase the kind and amount of securities or property or cash\nreceivable upon such merger, consolidation, other reorganization, sale or\nconveyance by a holder of the number of Shares that would have been receivable\nupon exercise of the Option immediately prior to such merger, consolidation,\nsale or conveyance (assuming such holder of Stock failed to exercise any rights\nof election and received per share the kind and amount received per share by a\nmajority of the non-electing shares), or (b) Qwest, or the successor or\npurchaser, as the case may be, shall make adequate provision for the adjustment\nof outstanding Awards (other than Options) so that such Awards shall entitle the\nParticipant to receive the kind and amount of securities or property or cash\nreceivable upon such merger, consolidation, other reorganization, sale or\nconveyance by a holder of the number of Shares that would have been receivable\nwith respect to such Award immediately prior to such merger, consolidation,\nother reorganization, sale or conveyance (assuming such holder of Stock failed\nto exercise any rights of election and received per share the kind and amount\nreceived per share by a majority of the non-electing shares).  The provisions of\nthis Article V shall similarly apply to successive mergers, consolidations,\nreorganizations, sales or conveyances.  Such notice shall be deemed to have been\ngiven when delivered personally to a Participant or when mailed to a Participant\nby registered or certified mail, postage prepaid, at such Participant's address\nlast known to the Company.\n\n                                       6\n\n \n      5.3 ACCELERATION OF EXERCISABILITY.  Participants notified in accordance\nwith Section 5.2 may exercise their Options at any time before the occurrence of\nthe event requiring the giving of notice (but subject to occurrence of such\nevent), regardless of whether all conditions of exercise relating to length of\nservice, attainment of financial performance goals or otherwise have been\nsatisfied.  Upon the giving of notice in accordance with Section 5.2, all\nrestrictions with respect to Restricted Stock and other Awards shall lapse\nimmediately, all Stock Units shall become payable immediately and all Stock\nAppreciation Rights shall become exercisable.  Any Options, Stock Appreciation\nRights or Stock Units that are not assumed or substituted under clauses (a) or\n(b) of Section 5.2 that have not been exercised prior to the event described in\nSection 5.1 shall automatically terminate upon the occurrence of such event.\n\n      5.4 CHANGE IN CONTROL OF QWEST.\n\n          (a) IN GENERAL.  Unless provided otherwise by the Committee at the\ntime of the grant of an Award, upon a change in control of Qwest as defined in\nsubsection 5.4(b), then (i) all Options shall become immediately exercisable in\nfull during the remaining term thereof, and shall remain so, whether or not the\nParticipants to whom such Options have been granted remain employees or\nconsultants of the Company; (ii) all restrictions with respect to outstanding\nRestricted Stock Awards shall immediately lapse; (iii) all Stock Units shall\nbecome immediately payable; and (iv) all other Awards shall become immediately\nexercisable or shall vest, as the case may be, without any further action or\npassage of time.\n\n          (b) DEFINITION.  For purposes of this Plan, a 'change in control'\nshall be deemed to have occurred if either (i) any individual, entity, or group\n(within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), other than\nAnschutz Company, The Anschutz Corporation, or any entity or organization\ncontrolled by Philip F. Anschutz (collectively, the 'Anschutz Entities'),\nacquires beneficial ownership (within the meaning of Rule 13d-3 promulgated\nunder the 1934 Act) of twenty percent (20%) or more of either (A) the then-\noutstanding shares of Stock ('Outstanding Shares') or (B) the combined voting\npower of the then-outstanding voting securities of the Company entitled to vote\ngenerally in the election of directors ('Voting Power') and such beneficial\nownership (as so defined) by such individual, entity or group of twenty percent\n(20%) or more of the Outstanding Shares or the Voting Power, as the case may be,\nshall then exceed the beneficial ownership (as so defined) by the Anschutz\nEntities of the Outstanding Shares or the Voting Power, respectively, or (ii)\nthe Anschutz Entities no longer have beneficial ownership (as so defined) of\ntwenty percent (20%) or more of either the Outstanding Shares or the Voting\nPower.\n\n      5.5 REORGANIZATION OF AFFILIATED CORPORATIONS.  If an Affiliated\nCorporation is merged or consolidated with another corporation (other than a\nmerger or consolidation pursuant to which the Affiliated Corporation continues\nto be, or the continuing corporation is, affiliated with Qwest through stock\nownership or control), or if all or substantially all of the assets or more than\n50% of the stock of the Affiliated Corporation is acquired by any other\ncorporation, business entity or person (other than a transaction in which the\nsuccessor is affiliated with Qwest through stock ownership or control), or in\nthe case of a reorganization (other than a reorganization under the United\nStates Bankruptcy Code) including a divisive reorganization under Section 355 of\nthe Code, or liquidation of the Affiliated Corporation, the Committee may, as to\noutstanding Awards, make appropriate provision for the protection of outstanding\nAwards granted to Eligible Employees of, and Eligible Consultants to, the\naffected Affiliated Corporation by (i) providing for the assumption of\noutstanding \n\n                                       7\n\n \nOptions or the substitution of new Options for outstanding Options by the\nsuccessor on terms comparable to the outstanding Options, (ii) providing for the\nadjustment of outstanding Awards, or (iii) taking such other action with respect\nto outstanding Awards as the Committee deems appropriate.\n\n\n                                  ARTICLE VI\n\n                                 PARTICIPATION\n\n     Participants in the Plan shall be those Eligible Employees who, in the\njudgment of the Committee, are performing, or during the term of their incentive\narrangement will perform, vital services in the management, operation and\ndevelopment of the Company, and significantly contribute, or are expected to\nsignificantly contribute, to the achievement of long-term corporate economic\nobjectives.  Eligible Consultants shall be selected from those non-employee\nconsultants to the Company who are performing services important to the\noperation and growth of the Company. Participants may be granted from time to\ntime one or more Awards; provided, however, that the grant of each such Award\nshall be separately approved by the Committee and receipt of one such Award\nshall not result in automatic receipt of any other Award.  Upon determination by\nthe Committee that an Award is to be granted to a Participant, written notice\nshall be given to such person, specifying the terms, conditions, rights and\nduties related thereto.  Each Participant shall, if required by the Committee,\nenter into an agreement with Qwest, in such form as the Committee shall\ndetermine and which is consistent with the provisions of the Plan, specifying\nsuch terms, conditions, rights and duties.  Awards shall be deemed to be granted\nas of the date specified in the grant resolution of the Committee, which date\nshall be the date of any related agreement with the Participant.  In the event\nof any inconsistency between the provisions of the Plan and any such agreement\nentered into hereunder, the provisions of the Plan shall govern.\n\n                                  ARTICLE VII\n\n                                    OPTIONS\n\n      7.1 GRANT OF OPTIONS.  Coincident with or following designation for\nparticipation in the Plan, a Participant may be granted one or more Options.\nThe Committee in its sole discretion shall designate whether an Option is an\nIncentive Option or a Non-Qualified Option; provided, however, that only Non-\nQualified Options may be granted to Eligible Consultants.  The Committee may\ngrant both an Incentive Option and a Non-Qualified Option to an Eligible\nEmployee at the same time or at different times.  Incentive Options and Non-\nQualified Options, whether granted at the same time or at different times, shall\nbe deemed to have been awarded in separate grants and shall be clearly\nidentified, and in no event shall the exercise of one Option affect the right to\nexercise any other Option or affect the number of shares for which any other\nOption may be exercised, except as provided in subsection 7.2(j).  An Option\nshall be considered as having been granted on the date specified in the grant\nresolution of the Committee.\n\n      7.2 STOCK OPTION CERTIFICATES.  Each Option granted under the Plan shall\nbe evidenced by a written stock option certificate or agreement (an 'Option\nCertificate').  An Option Certificate shall be issued by Qwest in the name of\nthe Participant to whom the Option is granted (the 'Option \n\n                                       8\n\n \nHolder') and in such form as may be approved by the Committee. The Option\nCertificate shall incorporate and conform to the conditions set forth in this\nSection 7.2 as well as such other terms and conditions that are not inconsistent\nas the Committee may consider appropriate in each case.\n\n          (a) NUMBER OF SHARES.  Each Option Certificate shall state that it\ncovers a specified number of shares of Stock, as determined by the Committee.\n\n          (b) PRICE.  The price at which each share of Stock covered by an\nOption may be purchased shall be determined in each case by the Committee and\nset forth in the Option Certificate, but in no event shall the price be less\nthan 100 percent of the Fair Market Value of the Stock on the date an Incentive\nOption is granted.\n\n          (c) DURATION OF OPTIONS; RESTRICTIONS ON EXERCISE.  Each Option\nCertificate shall state the period of time, determined by the Committee, within\nwhich the Option may be exercised by the Option Holder (the 'Option Period').\nThe Option Period must end, in all cases, not more than ten years from the date\nthe Option is granted.  The Option Certificate shall also set forth any\ninstallment or other restrictions on Option exercise during such period, if any,\nas may be determined by the Committee.  Each Option shall become exercisable\n(vest) over such period of time, if any, or upon such events, as determined by\nthe Committee.\n\n          (d) TERMINATION OF SERVICES, DEATH, DISABILITY, ETC.  The Committee\nmay specify the period, if any, after which an Option may be exercised following\ntermination of the Option Holder's services.  The effect of this subsection\n7.2(d) shall be limited to determining the consequences of a termination and\nnothing in this subsection 7.2(d) shall restrict or otherwise interfere with the\nCompany's discretion with respect to the termination of any individual's\nservices. If the Committee does not otherwise specify, the following shall\napply:\n\n              (i) If the services of the Option Holder are terminated within the\nOption Period for 'cause', as determined by the Company, the Option shall\nthereafter be void for all purposes. As used in this subsection 7.2(d), 'cause'\nshall mean willful misconduct, a willful failure to perform the Option Holder's\nduties, insubordination, theft, dishonesty, conviction of a felony or any other\nwillful conduct that is materially detrimental to the Company or such other\ncause as the Board in good faith reasonably determines provides cause for the\ndischarge of an Option Holder.\n\n              (ii) If the Option Holder becomes Disabled, the Option may be\nexercised by the Option Holder within one year following the Option Holder's\ntermination of services on account of Disability (provided that such exercise\nmust occur within the Option Period), but not thereafter. In any such case, the\nOption may be exercised only as to the shares as to which the Option had become\nexercisable on or before the date of the Option Holder's termination of services\nbecause of Disability.\n\n              (iii) If the Option Holder dies during the Option Period while\nstill performing services for the Company or within the one year period referred\nto in (ii) above or the three-month period referred to in (iv) below, the Option\nmay be exercised by those entitled to do so under the Option Holder's will or by\nthe laws of descent and distribution within one year following the Option\nHolder's death, (provided that such exercise must occur within the Option\nPeriod), but\n\n                                       9\n\n \nnot thereafter. In any such case, the Option may be exercised only as to the\nshares as to which the Option had become exercisable on or before the date of\nthe Option Holder's death.\n\n              (iv) If the services of the Option Holder are terminated (which\nfor this purpose means that the Option Holder is no longer employed by the\nCompany or performing services for the Company) by the Company within the Option\nPeriod for any reason other than cause, Disability or the Option Holder's death,\nthe Option may be exercised by the Option Holder within three months following\nthe date of such termination (provided that such exercise must occur within the\nOption Period), but not thereafter. In any such case, the Option may be\nexercised only as to the shares as to which the Option had become exercisable on\nor before the date of termination of services.\n\n          (e) TRANSFERABILITY.  Each Option shall not be transferable by the\nOption Holder except by will or pursuant to the laws of descent and\ndistribution.  Each Option is exercisable during the Option Holder's lifetime\nonly by him or her, or in the event of Disability or incapacity, by his or her\nguardian or legal representative.  The Committee may, however, provide at the\ntime of grant or thereafter that the Option Holder may transfer a Non-Qualified\nOption to a member of the Option Holder's immediate family, a trust of which\nmembers of the Option Holder's immediate family are the only beneficiaries, or a\npartnership of which members of the Option Holder's immediate family or trusts\nfor the sole benefit of the Option Holder's immediate family are the only\npartners. Immediate family means the Option Holder's spouse, issue (by birth or\nadoption), parents, grandparents, and siblings (including half brothers and\nsisters and adopted siblings).  During the Option Holder's lifetime the Option\nHolder may not transfer an Incentive Option under any circumstances.\n\n          (f) CONSIDERATION FOR GRANT OF OPTION.  Each Option Holder agrees to\nremain in the employment of the Company or to continue providing consulting\nservices to the Company, as the case may be, at the pleasure of the Company, for\na continuous period of at least one year after the date the Option is granted,\nat the rate of compensation in effect on the date of such agreement or at such\nchanged rate as may be fixed, from time to time, by the Company.  Nothing in\nthis paragraph shall limit or impair the Company's right to terminate the\nemployment of any employee or to terminate the consulting services of any\nconsultant.\n\n          (g)  EXERCISE, PAYMENTS, ETC.\n\n               (i) MANNER OF EXERCISE. The method for exercising each Option\ngranted hereunder shall be by delivery to Qwest of written notice specifying the\nnumber of Shares with respect to which such Option is exercised. The purchase of\nsuch Shares shall take place at the principal offices of Qwest within thirty\ndays following delivery of such notice, at which time the Option Price of the\nShares shall be paid in full by any of the methods set forth below or a\ncombination thereof. Except as set forth in the next sentence, the Option shall\nbe exercised when the Option Price for the number of shares as to which the\nOption is exercised is paid to Qwest in full. If the Option Price is paid by\nmeans of a broker's loan transaction described in subsection 7.2(g)(ii)(D), in\nwhole or in part, the closing of the purchase of the Stock under the Option\nshall take place (and the Option shall be treated as exercised) on the date on\nwhich, and only if, the sale of Stock upon which the broker's loan was based has\nbeen closed and settled, unless the Option Holder makes an irrevocable written\nelection, at the time of exercise of the Option, to have the exercise \n\n                                      10\n\n \ntreated as fully effective for all purposes upon receipt of the Option Price by\nQwest regardless of whether or not the sale of the Stock by the broker is closed\nand settled. A properly executed certificate or certificates representing the\nShares shall be delivered to or at the direction of the Option Holder upon\npayment therefor. If Options on less than all shares evidenced by an Option\nCertificate are exercised, Qwest shall deliver a new Option Certificate\nevidencing the Option on the remaining shares upon delivery of the Option\nCertificate for the Option being exercised.\n\n               (ii) The exercise price shall be paid by any of the following\nmethods or any combination of the following methods at the election of the\nOption Holder, or by any other method approved by the Committee upon the request\nof the Option Holder:\n\n                    (A)  in cash;\n\n                    (B) by certified check, cashier's check or other check\nacceptable to the Company, payable to the order of Qwest;\n\n                    (C) by delivery to Qwest of certificates representing the\nnumber of shares then owned by the Option Holder, the Fair Market Value of which\nequals the purchase price of the Stock purchased pursuant to the Option,\nproperly endorsed for transfer to Qwest; provided however, that no Option may be\nexercised by delivery to Qwest of certificates representing Stock, unless such\nStock has been held by the Option Holder for more than six months; for purposes\nof this Plan, the Fair Market Value of any shares of Stock delivered in payment\nof the purchase price upon exercise of the Option shall be the Fair Market Value\nas of the exercise date; the exercise date shall be the day of delivery of the\ncertificates for the Stock used as payment of the Option Price; or\n\n                    (D)  by delivery to Qwest of a properly executed notice of\nexercise together with irrevocable instructions to a broker to deliver to Qwest\npromptly the amount of the proceeds of the sale of all or a portion of the Stock\nor of a loan from the broker to the Option Holder required to pay the Option\nPrice.\n\n          (h)  DATE OF GRANT.  An Option shall be considered as having been\ngranted on the date specified in the grant resolution of the Committee.\n\n          (i)  WITHHOLDING.\n\n               (i)  Non-Qualified Options. Upon exercise of an Option, the\nOption Holder shall make appropriate arrangements with the Company to provide\nfor the amount of additional withholding required by Sections 3102 and 3402 of\nthe Code and applicable state income tax laws, including payment of such taxes\nthrough delivery of shares of Stock or by withholding Stock to be issued under\nthe Option, as provided in Article XVII.\n\n               (ii) Incentive Options. If an Option Holder makes a disposition\n(as defined in Section 424(c) of the Code) of any Stock acquired pursuant to the\nexercise of an Incentive Option prior to the expiration of two years from the\ndate on which the Incentive Option was granted or prior to the expiration of one\nyear from the date on which the Option was exercised, the Option Holder shall\nsend written notice to the Company at the Company's principal place of business\nof the date of such disposition, the number of shares disposed of, the amount of\nproceeds received from such \n\n                                      11\n\n \ndisposition and any other information relating to such disposition as the\nCompany may reasonably request. The Option Holder shall, in the event of such a\ndisposition, make appropriate arrangements with the Company to provide for the\namount of additional withholding, if any, required by Sections 3102 and 3402 of\nthe Code and applicable state income tax laws.\n\n      7.3 RESTRICTIONS ON INCENTIVE OPTIONS.\n\n          (a) INITIAL EXERCISE.  The aggregate Fair Market Value of the Shares\nwith respect to which Incentive Options are exercisable for the first time by an\nOption Holder in any calendar year, under the Plan or otherwise, shall not\nexceed $100,000.  For this purpose, the Fair Market Value of the Shares shall be\ndetermined as of the date of grant of the Option.\n\n          (b) TEN PERCENT STOCKHOLDERS.   Incentive Options granted to an Option\nHolder who is the holder of record of 10% or more of the outstanding Stock of\nQwest shall have an Option Price equal to 110% of the Fair Market Value of the\nShares on the date of grant of the Option and the Option Period for any such\nOption shall not exceed five years.\n\n      7.4 SHAREHOLDER PRIVILEGES.  No Option Holder shall have any rights as a\nshareholder with respect to any shares of Stock covered by an Option until the\nOption Holder becomes the holder of record of such Stock, and no adjustments\nshall be made for dividends or other distributions or other rights as to which\nthere is a record date preceding the date such Option Holder becomes the holder\nof record of such Stock, except as provided in Article IV.\n\n\n                                 ARTICLE VIII\n\n                            RESTRICTED STOCK AWARDS\n\n      8.1 GRANT OF RESTRICTED STOCK AWARDS.  Coincident with or following\ndesignation for participation in the Plan, the Committee may grant a Participant\none or more Restricted Stock Awards consisting of Shares of Stock.  The number\nof Shares granted as a Restricted Stock Award shall be determined by the\nCommittee.\n\n      8.2 RESTRICTIONS.  A Participant's right to retain a Restricted Stock\nAward granted to him under Section 8.1 shall be subject to such restrictions,\nincluding but not limited to his continuous employment by or performance of\nservices for the Company for a restriction period specified by the Committee or\nthe attainment of specified performance goals and objectives, as may be\nestablished by the Committee with respect to such Award.  The Committee may in\nits sole discretion require different periods of service or different\nperformance goals and objectives with respect to different Participants, to\ndifferent Restricted Stock Awards or to separate, designated portions of the\nShares constituting a Restricted Stock Award.  In the event of the death or\nDisability of a Participant, or the retirement of a Participant in accordance\nwith the Company's established retirement policy, all required periods of\nservice and other restrictions applicable to Restricted Stock Awards then held\nby him shall lapse with respect to a pro rata part of each such Award based on\nthe ratio between the number of full months of employment or services completed\nat the time of termination of services from the grant of each Award to the total\nnumber of months of employment or continued services required for such Award to\nbe fully nonforfeitable, and such portion of each such Award shall \n\n                                      12\n\n \nbecome fully nonforfeitable. The remaining portion of each such Award shall be\nforfeited and shall be immediately returned to Qwest. If a Participant's\nemployment or consulting services terminate for any other reason, any Restricted\nStock Awards as to which the period for which services are required or other\nrestrictions have not been satisfied (or waived or accelerated as provided\nherein) shall be forfeited, and all shares of Stock related thereto shall be\nimmediately returned to Qwest.\n\n      8.3 PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY.  A Participant shall\nhave all voting, dividend, liquidation and other rights with respect to Stock in\naccordance with its terms received by him as a Restricted Stock Award under this\nArticle VIII upon his becoming the holder of record of such Stock; provided,\nhowever, that the Participant's right to sell, encumber, or otherwise transfer\nsuch Stock shall be subject to the limitations of Section 11.2.\n\n      8.4 ENFORCEMENT OF RESTRICTIONS.  The Committee shall cause a legend to be\nplaced on the Stock certificates issued pursuant to each Restricted Stock Award\nreferring to the restrictions provided by Sections 8.2 and 8.3 and, in addition,\nmay in its sole discretion require one or more of the following methods of\nenforcing the restrictions referred to in Sections 8.2 and 8.3:\n\n          (a) Requiring the Participant to keep the Stock certificates, duly\nendorsed, in the custody of Qwest while the restrictions remain in effect; or\n\n          (b) Requiring that the Stock certificates, duly endorsed, be held in\nthe custody of a third party while the restrictions remain in effect.\n\n\n                                  ARTICLE IX\n\n                                  STOCK UNITS\n\n     A Participant may be granted a number of Stock Units determined by the\nCommittee.  The number of Stock Units, the goals and objectives to be satisfied\nwith respect to each grant of Stock Units, the time and manner of payment for\neach Stock Unit, and the other terms and conditions applicable to a grant of\nStock Units shall be determined by the Committee.\n\n\n                                   ARTICLE X\n\n                           STOCK APPRECIATION RIGHTS\n\n     10.1 PERSONS ELIGIBLE.  The Committee, in its sole discretion, may\ngrant Stock Appreciation Rights to Eligible Employees or Eligible Consultants.\n\n     10.2 TERMS OF GRANT.  The Committee shall determine at the time of the\ngrant of a Stock Appreciation Right the time period during which the Stock\nAppreciation Right may be exercised and any other terms that shall apply to the\nStock Appreciation Right.\n\n     10.3 EXERCISE.  A Stock Appreciation Right shall entitle a Participant\nto receive a number of shares of Stock (without any payment to Qwest, except for\napplicable withholding taxes), cash, \n\n                                      13\n\n \nor Stock and cash, as determined by the Committee in accordance with Section\n10.4 below. If a Stock Appreciation Right is issued in tandem with an Option,\nexcept as may otherwise be provided by the Committee, the Stock Appreciation\nRight shall be exercisable during the period that its related Option is\nexercisable. A Participant desiring to exercise a Stock Appreciation Right shall\ngive written notice of such exercise to Qwest, which notice shall state the\nproportion of Stock and cash that the Participant desires to receive pursuant to\nthe Stock Appreciation Right exercised. Upon receipt of the notice from the\nParticipant, Qwest shall deliver to the person entitled thereto (i) a\ncertificate or certificates for Stock and\/or (ii) a cash payment, in accordance\nwith Section 10.4 below. The date Qwest receives written notice of such exercise\nhereunder is referred to in this Article X as the 'exercise date'. The delivery\nof Stock or cash received pursuant to such exercise shall take place at the\nprincipal offices of Qwest within 30 days following delivery of such notice.\n\n     10.4 NUMBER OF SHARES OR AMOUNT OF CASH.  Subject to the discretion of\nthe Committee to substitute cash for Stock, or Stock for cash, the number of\nShares that may be issued pursuant to the exercise of a Stock Appreciation Right\nshall be determined by dividing:  (a) the total number of Shares of Stock as to\nwhich the Stock Appreciation Right is exercised, multiplied by the amount by\nwhich the Fair Market Value of one share of Stock on the exercise date exceeds\nthe Fair Market Value of one Share of Stock on the date of grant of one Share of\nStock Appreciation Right, by (b) the Fair Market Value of one Share of Stock on\nthe exercise date; provided, however, that fractional shares shall not be issued\nand in lieu thereof, a cash adjustment shall be paid.  In lieu of issuing Stock\nupon the exercise of a Stock Appreciation Right, the Committee in its sole\ndiscretion may elect to pay the cash equivalent of the Fair Market Value of the\nStock on the exercise date for any or all of the Shares of Stock that would\notherwise be issuable upon exercise of the Stock Appreciation Right.\n\n     10.5 EFFECT OF EXERCISE.  If a Stock Appreciation Right is issued in\ntandem with an Option, the exercise of the Stock Appreciation Right or the\nrelated Option will result in an equal reduction in the number of corresponding\nOptions or Stock Appreciation Rights that were granted in tandem with such Stock\nAppreciation Rights and Options.\n\n     10.6 TERMINATION OF SERVICES.  Upon the termination of the services of\na Participant, any Stock Appreciation Rights then held by such Participant shall\nbe exercisable within the time periods, and upon the same conditions with\nrespect to the reasons for termination of services, as are specified in Section\n7.2(d) with respect to Options.\n\n\n                                  ARTICLE XI\n\n                                 STOCK BONUSES\n\n     The Committee may award Stock Bonuses to such Participants, subject to such\nconditions and restrictions, as it determines in its sole discretion.  Stock\nBonuses may be either outright grants of Stock, or may be grants of Stock\nsubject to and conditioned upon certain employment or performance related goals.\n\n                                      14\n\n \n                                  ARTICLE XII\n\n                           OTHER COMMON STOCK GRANTS\n\n     From time to time during the duration of this Plan, the Board may, in its\nsole discretion, adopt one or more incentive compensation arrangements for\nParticipants pursuant to which the Participants may acquire shares of Stock,\nwhether by purchase, outright grant, or otherwise.  Any such arrangements shall\nbe subject to the general provisions of this Plan and all shares of Stock issued\npursuant to such arrangements shall be issued under this Plan.\n\n\n                                 ARTICLE XIII\n\n                            RIGHTS OF PARTICIPANTS\n\n     13.1 SERVICE.  Nothing contained in the Plan or in any Award, or other\nAward granted under the Plan shall confer upon any Participant any right with\nrespect to the continuation of his employment by, or consulting relationship\nwith, the Company, or interfere in any way with the right of the Company,\nsubject to the terms of any separate employment agreement or other contract to\nthe contrary, at any time to terminate such services or to increase or decrease\nthe compensation of the Participant from the rate in existence at the time of\nthe grant of an Award.  Whether an authorized leave of absence, or absence in\nmilitary or government service, shall constitute a termination of service shall\nbe determined by the Committee at the time.\n\n     13.2 NONTRANSFERABILITY.  Except as provided otherwise at the time of\ngrant, no right or interest of any Participant in an Option, a Stock\nAppreciation Right, a Restricted Stock Award (prior to the completion of the\nrestriction period applicable thereto), a Stock Unit, or other Award granted\npursuant to the Plan, shall be assignable or transferable during the lifetime of\nthe Participant, either voluntarily or involuntarily, or subjected to any lien,\ndirectly or indirectly, by operation of law, or otherwise, including execution,\nlevy, garnishment, attachment, pledge or bankruptcy.  In the event of a\nParticipant's death, a Participant's rights and interests in Options, Stock\nAppreciation Rights, Restricted Stock Awards, other Awards, and Stock Units\nshall, to the extent provided in Articles VII, VIII, IX, X and XI, be\ntransferable by will or the laws of descent and distribution, and payment of any\namounts due under the Plan shall be made to, and exercise of any Options may be\nmade by, the Participant's legal representatives, heirs or legatees.\nNotwithstanding the foregoing, the Option Holder may not transfer an Incentive\nOption during the Option Holder's lifetime.  If in the opinion of the Committee\na person entitled to payments or to exercise rights with respect to the Plan is\ndisabled from caring for his affairs because of mental condition, physical\ncondition or age, payment due such person may be made to, and such rights shall\nbe exercised by, such person's guardian, conservator or other legal personal\nrepresentative upon furnishing the Committee with evidence satisfactory to the\nCommittee of such status.\n\n     13.3 NO PLAN FUNDING.  Obligations to Participants under the Plan will\nnot be funded, trusteed, insured or secured in any manner.  The Participants\nunder the Plan shall have no security interest in any assets of the Company, and\nshall be only general creditors of the Company.\n\n                                      15\n\n \n                                  ARTICLE XIV\n\n                             GENERAL RESTRICTIONS\n\n     14.1 INVESTMENT REPRESENTATIONS.  Qwest may require any person to whom\nan Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit, or\nStock Bonus is granted, as a condition of exercising such Option or Stock\nAppreciation Right, or receiving such Restricted Stock Award, Stock Unit, or\nStock Bonus, to give written assurances in substance and form satisfactory to\nQwest and its counsel to the effect that such person is acquiring the Stock for\nhis own account for investment and not with any present intention of selling or\notherwise distributing the same, and to such other effects as Qwest deems\nnecessary or appropriate in order to comply with Federal and applicable state\nsecurities laws.  Legends evidencing such restrictions may be placed on the\nStock certificates.\n\n     14.2 COMPLIANCE WITH SECURITIES LAWS.  Each Option, Stock Appreciation\nRight, Restricted Stock Award, Stock Unit, and Stock Bonus grant shall be\nsubject to the requirement that, if at any time counsel to Qwest shall determine\nthat the listing, registration or qualification of the shares subject to such\nOption, Stock Appreciation Right, Restricted Stock Award, Stock Unit, or Stock\nBonus grant upon any securities exchange or under any state or federal law, or\nthe consent or approval of any governmental or regulatory body, is necessary as\na condition of, or in connection with, the issuance or purchase of shares\nthereunder, such Option, Stock Appreciation Right, Restricted Stock Award, Stock\nUnit or Stock Bonus grant may not be accepted or exercised in whole or in part\nunless such listing, registration, qualification, consent or approval shall have\nbeen effected or obtained on conditions acceptable to the Committee.  Nothing\nherein shall be deemed to require Qwest to apply for or to obtain such listing,\nregistration or qualification.\n\n     14.3 CHANGES IN ACCOUNTING RULES.  Except as provided otherwise at the\ntime an Award is granted, notwithstanding any other provision of the Plan to the\ncontrary, if, during the term of the Plan, any changes in the financial or tax\naccounting rules applicable to Options, Stock Appreciation Rights, Restricted\nStock Awards, Stock Units or other Awards shall occur which, in the sole\njudgment of the Committee, may have a material adverse effect on the reported\nearnings, assets or liabilities of Qwest, the Committee shall have the right and\npower to modify as necessary, any then outstanding and unexercised Options,\nStock Appreciation Rights, outstanding Restricted Stock Awards, outstanding\nStock Units and other outstanding Awards as to which the applicable services or\nother restrictions have not been satisfied.\n\n\n                                  ARTICLE XV\n\n                            OTHER EMPLOYEE BENEFITS\n\n     The amount of any compensation deemed to be received by a Participant as a\nresult of the exercise of an Option or Stock Appreciation Right, the sale of\nshares received upon such exercise, the vesting of any Restricted Stock Award,\nreceipt of Stock Bonuses, distributions with respect to Stock Units, or the\ngrant of Stock shall not constitute 'earnings' or 'compensation' with respect to\nwhich any other employee benefits of such employee are determined, including\nwithout limitation benefits under any pension, profit sharing, 401(k), life\ninsurance or salary continuation plan.\n\n                                      16\n\n \n                                  ARTICLE XVI\n\n                 PLAN AMENDMENT, MODIFICATION AND TERMINATION\n\n     The Board may at any time terminate, and from time to time may amend or\nmodify the Plan provided, however, that no amendment or modification may become\neffective without approval of the amendment or modification by the shareholders\nif shareholder approval is required to enable the Plan to satisfy any applicable\nstatutory or regulatory requirements, or if Qwest, on the advice of counsel,\ndetermines that shareholder approval is otherwise necessary or desirable.\n\n     No amendment, modification or termination of the Plan shall in any manner\nadversely affect any Options, Stock Appreciation Rights, Restricted Stock\nAwards, Stock Units, Stock Bonuses or other Award theretofore granted under the\nPlan, without the consent of the Participant holding such Options, Stock\nAppreciation Rights, Restricted Stock Awards, Stock Units, Stock Bonuses or\nother Awards.\n\n\n                                 ARTICLE XVII\n\n                                  WITHHOLDING\n\n     17.1 WITHHOLDING REQUIREMENT.  Qwest's obligations to deliver shares\nof Stock upon the exercise of any Option, or Stock Appreciation Right, the\nvesting of any Restricted Stock Award, payment with respect to Stock Units, or\nthe grant of Stock shall be subject to the Participant's satisfaction of all\napplicable federal, state and local income and other tax withholding\nrequirements.\n\n     17.2 WITHHOLDING WITH STOCK.  At the time the Committee grants an\nOption, Stock Appreciation Right, Restricted Stock Award, Stock Unit, Stock\nBonus, other Award, or Stock, it may, in its sole discretion, grant the\nParticipant an election to pay all such amounts of tax withholding, or any part\nthereof, by electing to transfer to Qwest, or to have Qwest withhold from shares\notherwise issuable to the Participant, shares of Stock having a value equal to\nthe amount required to be withheld or such lesser amount as may be elected by\nthe Participant.  All elections shall be subject to the approval or disapproval\nof the Committee.  The value of shares of Stock to be withheld shall be based on\nthe Fair Market Value of the Stock on the date that the amount of tax to be\nwithheld is to be determined (the 'Tax Date').  Any such elections by\nParticipants to have shares of Stock withheld for this purpose will be subject\nto the following restrictions:\n\n          (a) All elections must be made prior to the Tax Date.\n\n          (b) All elections shall be irrevocable.\n\n          (c) If the Participant is an officer or director of Qwest within the\nmeaning of Section 16 of the 1934 Act ('Section 16'), the Participant must\nsatisfy the requirements of such Section 16 and any applicable Rules thereunder\nwith respect to the use of Stock to satisfy such tax withholding obligation.\n\n                                      17\n\n \n                                 ARTICLE XVIII\n\n                              REQUIREMENTS OF LAW\n\n     18.1 REQUIREMENTS OF LAW.  The issuance of Stock and the payment of\ncash pursuant to the Plan shall be subject to all applicable laws, rules and\nregulations.\n\n     18.2 FEDERAL SECURITIES LAW REQUIREMENTS.  If a Participant is an\nofficer or director of Qwest within the meaning of Section 16, Awards granted\nhereunder shall be subject to all conditions required under Rule 16b-3, or any\nsuccessor rule promulgated under the 1934 Act, to qualify the Award for any\nexception from the provisions of Section 16(b) of the 1934 Act available under\nthat Rule.  Such conditions shall be set forth in the agreement with the\nParticipant which describes the Award or other document evidencing or\naccompanying the Award.\n\n     18.3 GOVERNING LAW.  The Plan and all agreements hereunder shall be\nconstrued in accordance with and governed by the laws of the State of Delaware.\n\n\n                                  ARTICLE XIX\n\n                             DURATION OF THE PLAN\n\n        Unless sooner terminated by the Board of Directors, the Plan shall\nterminate at the close of business on ______________, 2007, and no Option, Stock\nAppreciation Right, Restricted Stock Award, Stock Unit, Stock Bonus, other Award\nor Stock shall be granted, or offer to purchase Stock made, after such\ntermination.  Options, Stock Appreciation Rights, Restricted Stock Awards, other\nAwards, and Stock Units outstanding at the time of the Plan termination may\ncontinue to be exercised, or become free of restrictions, or paid, in accordance\nwith their terms.\n\nDated:  To be effective _________________, 1997.\n\n\n                                                QWEST COMMUNICATIONS\n                                                INTERNATIONAL INC., a\n                                                Delaware corporation\n\n\n                                                By:_____________________________\n\n\n                                      18\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":[9539,9546],"class_list":["post-39778","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39778","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=39778"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39778"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39778"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39778"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}