Qwest Communications International (Q)

Definitions

For purposes of this policy, the following terms have the following meanings:

senior executive officer:    any person who, at the time the severance agreement is entered into, is an officer whose compensation is subject to the approval of the Compensation and Human Resources Committee.

Plan:    the Equity Incentive Plan approved by Qwest's stockholders.

future severance agreement:    an agreement, including an employment agreement, between Qwest (or one of its subsidiaries) and a senior executive officer, entered into after the effective date of this policy, that provides for the payment of severance benefits in connection with the senior executive officer's termination of employment with Qwest and its subsidiaries. This definition includes any material modification of an agreement in effect on the effective date of this policy, but excludes (i) any extension or renewal (without such a material modification) of such an agreement or (ii) any modification of such an agreement that eliminates or curtails a payment or benefit that would otherwise be available to a senior executive officer.

DEFINITIONS

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, and (ii) the vested Company Matching Account balance. Any deferred compensation account transferred to and assumed by this Plan pursuant to Section 3.11 shall form a part of the Participant’s Account Balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2 “Annual Company Matching Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.5.

1.3 “Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary, Bonus and Commissions that a Participant elects to have, and is, deferred in accordance with Article 3, for any one Plan Year, together with any other amount of compensation that a Participant is permitted to defer by the Committee (“Other Compensation”). In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 8), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

Plan Part A

1.4 “Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant shall be calculated as of the close of business on the last business day of the year. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition. Each annual installment shall be paid on or as soon as practicable after the last business day of the applicable year.

1.5 “Base Annual Salary” shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

1.6 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7 “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8 “Bonus” shall mean any compensation, in addition to Base Annual Salary relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, payable to a Participant as an Employee under any Employer’s bonus and cash incentive plans, excluding stock options, any bonus for reaching a sales quota or target, any bonus received under the employee referral program, special one-time bonuses for completing projects, “on the spot” rewards, and any other items as determined by the Committee and communicated to those selected for participation in the Plan.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

Plan Part A

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1.10 “Commissions” shall mean any compensation based on a percentage of sales and shall exclude Base Annual Salary and Bonus.

1.11 “Committee” shall mean the committee described in Article 12.

1.12 “Company” shall mean Qwest Communications International Inc., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.13 “Company Matching Account” shall mean (i) the sum of all of a Participant’s Annual Company Matching Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Company Matching Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Matching Account.

1.14 “Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.15 “Disability” shall mean the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.

1.16 “Disability Benefit” shall mean the benefit set forth in Article 8.

1.17 “Election Form” shall mean the form established from time to time by the Committee or its designated agent that a Participant completes, signs and returns to the Committee or its designated agent to make an election under the Plan.

1.18 “Employee” shall mean a person who is an employee of any Employer.

1.19 “Employer(s)” shall mean the Company and/or any of its subsidiaries or related entities (now in existence or hereafter formed or acquired).

1.20 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.21 “First Plan Year” shall mean the period beginning January 1, 1999 and ending December 31, 1999.

Plan Part A

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1.22 “401(k) Plan” shall be that certain Qwest Savings and Investment Plan.

1.23 “Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.24 “Plan” shall mean the Company’s Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.25 “Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

1.26 “Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.

1.27 “QAM” shall mean Qwest Asset Management Company.

1.28 “Retirement”, “Retire(s)” or “Retired” shall mean that, at the time of the Employee’s termination of employment, the Employee has one of the following age and service combinations:

Plan Part A

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A Retirement shall not occur unless and until there has been a separation from service as that term is defined in Code Section 409A.

1.29 “Retirement Benefit” shall mean the benefit set forth in Article 5.

1.30 “Short-Term Payout” shall mean the payout set forth in Section 4.1.

1.31 “Termination Benefit” shall mean the benefit set forth in Article 7.

1.32 “Termination of Employment” shall mean the severing of employment with all Employers voluntarily or involuntarily, for any reason other than Retirement, Disability, death or an authorized leave of absence. A Termination of Employment shall not occur unless and until there has been a separation from service as that term is defined in Code Section 409A.

1.33 “Trust” shall mean one or more trusts established pursuant to that certain Master Trust Agreement, dated as of January 1, 1999 between the Company and the trustee named therein, as amended from time to time.

1.34 “Unforeseeable Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant or a dependent (as defined in Code Section 152(a)) of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

DEFINITIONS

2.1    Definitions. The following terms shall have the meanings set forth below:

(i)    “1934 Act” means the Securities Exchange Act of 1934, as it may be amended.

(ii)    “Affiliated Corporation” means any corporation or other entity that is affiliated with Qwest through stock ownership or otherwise and is designated as an “Affiliated Corporation” by the Board; provided, however, for purposes of Incentive Options granted pursuant to the Plan, an “Affiliated Corporation” means any parent or subsidiary of the Company as defined in section 424 of the Code.

(iii)    “Award” means an Option, a Restricted Stock Award, a Stock Appreciation Right, a Stock Unit, grants of Stock pursuant to Article XI or other issuances of Stock hereunder.

(iv)    “Board” means the Board of Directors of Qwest.

(v)    “Cause” shall mean, for purposes of the Plan and with respect to a Participant, any of the following:

(A) Commission of an act deemed by the Company in its sole discretion to be an act of dishonesty, fraud, misrepresentation or other act of moral turpitude that would reflect negatively upon the Company or compromise the effective performance of the Participant’s duties;

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(B) Unlawful conduct that would reflect negatively upon the Company or compromise the effective performance of the Participant’s duties, as determined by the Company in its sole discretion;

(C) Conviction of (or pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;

(D) Continued failure to substantially perform the Participant’s duties to the satisfaction of his or her supervisor (other than such failure resulting from the Participant’s incapacity due to physical or mental illness) after the delivery of written notice to the Participant specifically identifying the manner in which the Participant has failed to substantially perform his or her duties and the Participant has been afforded a reasonable opportunity to substantially perform his or her duties; or

(E) A willful violation of the Qwest Code of Conduct or other policies of the Company that would reflect negatively upon the Company or compromise the effective performance of the Participant’s duties, as determined by the Company in its sole discretion.

(vi)    “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

(vii)    “Committee” means a committee consisting of members of the Board who are empowered hereunder to take actions in the administration of the Plan and such other powers granted to it under the Plan, including but not limited to those powers under Section 3.1. The Committee shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under the 1934 Act.

(viii)    “Company” means Qwest and the Affiliated Corporations.

(ix)    “Disabled” or “Disability” shall have the meaning given to such terms in section 22(e)(3) of the Code; provided that, with respect to any Award subject to Section 409A, such terms shall mean any of the following:

(A) the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months;

(B) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliated Corporation for whom the Participant performs services; or

(C) the Participant is determined to be totally disabled by the Social Security Administration.

(x)    “Effective Date” means the original effective date of the Plan, June 23, 1997.

(xi)    “Eligible Consultant” means any consultant to the Company who is determined by the Committee to be an individual whose services are important to the Company and who is eligible to receive Awards, other than Incentive Options, under the Plan.

(xii)    “Eligible Employee” means any employee (including, without limitation, any officer and director who is also an employee) of the Company or any subsidiary or division thereof, upon whose judgment, initiative and efforts the Company is, or will become, largely dependent for the successful conduct of its business. For purposes of the Plan, an employee is any individual who provides services to the Company or any subsidiary or division thereof as a common law employee and whose remuneration is subject to the withholding of federal income tax pursuant to section 3401 of the Code. Employee shall not include any individual (i) who provides services to the Company or any subsidiary or division thereof under an agreement, contract, or any other arrangement pursuant to which the individual is initially classified as an independent contractor or (ii) whose remuneration

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for services has not been treated initially as subject to the withholding of federal income tax pursuant to section 3401 of the Code even if the individual is subsequently reclassified as a common law employee as a result of a final decree of a court of competent jurisdiction, the settlement of an administrative or judicial proceeding, or by a determination made by any government agency. Leased employees within the meaning of section 414(n) of the Code shall not be treated as employees under the Plan.

(xiii)    “Fair Market Value” means the average of the mean between the bid and the asked prices of the Stock or the closing price, as applicable, on the New York Stock Exchange, the principal stock exchange or other market on which the Stock is traded, over the five consecutive trading days ending on a particular date or by such other method as the Committee, or the individual or individuals to whom the Committee has delegated authority to grant Awards, may specify at the time an Award is granted provided that, if any average price over a specified period is to be used, the commitment to grant the Award based on such average price is irrevocable before the beginning of the specified period and the use of such average price with respect to the Plan and similar plans maintained by Qwest is consistent. If the price of the Stock is not reported on any securities exchange or national market system, the Fair Market Value of the Stock on a particular date shall be as determined by the Committee. If, upon exercise of an Option, the exercise price is paid by a broker’s transaction as provided in Subsection 7.2(g)(ii)(D), Fair Market Value, for purposes of the exercise, shall be the price at which the Stock is sold by the broker.

(xiv)    “Incentive Option” means an Option designated as such and granted in accordance with section 422 of the Code.

(xv)    “Non-Employee Director” means a member of the Board who is not an employee (as defined in the second sentence of Subsection 2.1(l)) of the Company.

(xvi)    “Non-Qualified Option” means any Option other than an Incentive Option.

(xvii)    “Option” means a right to purchase Stock at a stated or formula price for a specified period of time. Options granted under the Plan shall be either Incentive Options or Non-Qualified Options.

(xviii)    “Option Certificate” shall have the meaning given to such term in Section 7.2 hereof.

(xix)    “Option Holder” means a Participant who has been granted one or more Options under the Plan.

(xx)    “Option Price” means the price at which each Share subject to an Option may be purchased, determined in accordance with Subsection 7.2(b).

(xxi)    “Participant” means an Eligible Employee, Eligible Consultant or Non-Employee Director designated by the Committee from time to time during the term of the Plan to receive one or more of the Awards provided under the Plan.

(xxii)    “Qwest” means Qwest Communications International Inc. and any successor thereto.

(xxiii)    “Restricted Stock Award” means an award of Stock granted to a Participant pursuant to Article VIII that is subject to certain restrictions imposed in accordance with the provisions of such Article.

(xxiv)    “Section 409A” means section 409A of the Code and any related regulations or guidance issued by the U.S. Treasury Department.

(xxv)    “Separation from Service” means, for purposes of an Award that is subject to Section 409A, a “separation from service” within the meaning of Section 409A.

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(xxvi)    “Service Recipient” means, with respect to Qwest, (a) any corporation that is a member of a controlled group of corporations, as determined under section 414(b) of the Code, which includes Qwest, and (b) any trade or business (whether or not incorporated) that is under common control with Qwest, as determined under section 414(c) of the Code.

(xxvii)    “Share” means a share of Stock.

(xxviii)    “Specified Employee” means, subject to section 409A(2)(B)(i) of the Code and Treasury Regulations issued thereunder, a “key employee” within the meaning of section 416(i) of the Code, without regard to section 416(i)(5) thereof. Solely for purposes of Section 409A, a “key employee” means, on any December 31 (the “Identification Date”):

(A) an employee of the Service Recipient who is an officer of the Service Recipient having annual compensation (within the meaning of section 414(q)(4) of the Code) greater than $140,000 (for 2006, as it may be adjusted in accordance with section 416(i)(1) of the Code); provided, however, no more than 50 employees of the Service Recipient (or, if less, the greater of (A) three employees or (B) ten percent of all of the employees, but excluding employees described in section 414(q)(5) of the Code) shall be treated as officers; or

(B) a five-percent owner of the Service Recipient; or

(C) a one-percent owner of the Service Recipient having annual compensation therefrom in excess of $150,000.

For purposes of determining who is a “key employee,” all employees of the Service Recipient, including employees who are nonresident aliens, shall be included.

(xxix)    “Stock” means the $0.01 par value common stock of Qwest.

(xxx)    “Stock Appreciation Right” means the right, granted by the Committee pursuant to the Plan, to receive a payment equal to the increase in the Fair Market Value of a Share of Stock subsequent to the grant of such Award.

(xxxi)    “Stock Bonus” means either an outright grant of Stock or a grant of Stock subject to and conditioned upon certain employment- or performance-related goals.

(xxxii)    “Stock Unit” means a measurement component equal to the Fair Market Value of one Share on the date for which a determination is made pursuant to the provisions of the Plan.

2.2    Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

DEFINITIONS

2.1    Definitions. The following terms shall have the meanings set forth below:

(a)    “1934 Act” means the Securities Exchange Act of 1934, as it may be amended.

(b)    “Affiliated Corporation” means any corporation or other entity that is affiliated with Qwest through stock ownership or otherwise and is designated as an “Affiliated Corporation” by the Board; provided, however, for purposes of Incentive Options granted pursuant to the Plan, an “Affiliated Corporation” means any parent or subsidiary of the Company as defined in section 424 of the Code.

(c)    “Award” means an Option, a Restricted Stock Award, a Stock Appreciation Right, a Stock Unit, grants of Stock pursuant to Article XI or other issuances of Stock hereunder.

(d)    “Board” means the Board of Directors of Qwest.

(e)    “Cause” shall mean, for purposes of the Plan and with respect to a Participant, any of the following:

(i) Commission of an act deemed by the Company in its sole discretion to be an act of dishonesty, fraud, misrepresentation or other act of moral turpitude that would reflect negatively upon the Company or compromise the effective performance of the Participant’s duties;

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(ii) Unlawful conduct that would reflect negatively upon the Company or compromise the effective performance of the Participant’s duties, as determined by the Company in its sole discretion;

(iii) Conviction of (or pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;

(iv) Continued failure to substantially perform the Participant’s duties to the satisfaction of his or her supervisor (other than such failure resulting from the Participant’s incapacity due to physical or mental illness) after the delivery of written notice to the Participant specifically identifying the manner in which the Participant has failed to substantially perform his or her duties and the Participant has been afforded a reasonable opportunity to substantially perform his or her duties; or

(v) A willful violation of the Qwest Code of Conduct or other policies of the Company that would reflect negatively upon the Company or compromise the effective performance of the Participant’s duties, as determined by the Company in its sole discretion.

(f)    “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

(g)    “Committee” means a committee consisting of members of the Board who are empowered hereunder to take actions in the administration of the Plan and such other powers granted to it under the Plan, including but not limited to those powers under Section 3.1. The Committee shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under the 1934 Act.

(h)    “Company” means Qwest and the Affiliated Corporations.

(i)    “Disabled” or “Disability” shall have the meaning given to such terms in section 22(e)(3) of the Code; provided that, with respect to any Award subject to Section 409A, such terms shall mean any of the following:

(i) the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months;

(ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliated Corporation for whom the Participant performs services; or

(iii) the Participant is determined to be totally disabled by the Social Security Administration.

(j)    “Effective Date” means the original effective date of the Plan, June 23, 1997.

(k)    “Eligible Consultant” means any consultant to the Company who is determined by the Committee to be an individual whose services are important to the Company and who is eligible to receive Awards, other than Incentive Options, under the Plan.

(l)    “Eligible Employee” means any employee (including, without limitation, any officer and director who is also an employee) of the Company or any subsidiary or division thereof, upon whose judgment, initiative and efforts the Company is, or will become, largely dependent for the successful conduct of its business. For purposes of the Plan, an employee is any individual who provides services to the Company or any subsidiary or division thereof as a common law employee and whose remuneration is subject to the withholding of federal income tax pursuant to section 3401 of the Code. Employee shall not include any individual (i) who provides services to the Company or any subsidiary or division thereof under an agreement, contract, or any other arrangement pursuant to which the individual is initially classified as an independent contractor or (ii) whose

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remuneration for services has not been treated initially as subject to the withholding of federal income tax pursuant to section 3401 of the Code even if the individual is subsequently reclassified as a common law employee as a result of a final decree of a court of competent jurisdiction, the settlement of an administrative or judicial proceeding, or by a determination made by any government agency. Leased employees within the meaning of section 414(n) of the Code shall not be treated as employees under the Plan.

(m)    “Fair Market Value” means the average of the mean between the bid and the asked prices of the Stock or the closing price, as applicable, on the New York Stock Exchange, the principal stock exchange or other market on which the Stock is traded, over the five consecutive trading days ending on a particular date or by such other method as the Committee, or the individual or individuals to whom the Committee has delegated authority to grant Awards, may specify at the time an Award is granted provided that, if any average price over a specified period is to be used, the commitment to grant the Award based on such average price is irrevocable before the beginning of the specified period and the use of such average price with respect to the Plan and similar plans maintained by Qwest is consistent. If the price of the Stock is not reported on any securities exchange or national market system, the Fair Market Value of the Stock on a particular date shall be as determined by the Committee. If, upon exercise of an Option, the exercise price is paid by a broker’s transaction as provided in Subsection 7.2(g)(ii)(D), Fair Market Value, for purposes of the exercise, shall be the price at which the Stock is sold by the broker.

(n)    “Incentive Option” means an Option designated as such and granted in accordance with section 422 of the Code.

(o)    “Non-Employee Director” means a member of the Board who is not an employee (as defined in the second sentence of Subsection 2.1(l)) of the Company.

(p)    “Non-Qualified Option” means any Option other than an Incentive Option.

(q)    “Option” means a right to purchase Stock at a stated or formula price for a specified period of time. Options granted under the Plan shall be either Incentive Options or Non-Qualified Options.

(r)    “Option Certificate” shall have the meaning given to such term in Section 7.2 hereof.

(s)    “Option Holder” means a Participant who has been granted one or more Options under the Plan.

(t)    “Option Price” means the price at which each Share subject to an Option may be purchased, determined in accordance with Subsection 7.2(b).

(u)    “Participant” means an Eligible Employee, Eligible Consultant or Non-Employee Director designated by the Committee from time to time during the term of the Plan to receive one or more of the Awards provided under the Plan.

(v)    “Qwest” means Qwest Communications International Inc. and any successor thereto.

(w)    “Restricted Stock Award” means an award of Stock granted to a Participant pursuant to Article VIII that is subject to certain restrictions imposed in accordance with the provisions of such Article.

(x)    “Section 409A” means section 409A of the Code and any related regulations or guidance issued by the U.S. Treasury Department.

(y)    “Separation from Service” means, for purposes of an Award that is subject to Section 409A, a “separation from service” within the meaning of Section 409A.

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(z)    “Service Recipient” means, with respect to Qwest, (a) any corporation that is a member of a controlled group of corporations, as determined under section 414(b) of the Code, which includes Qwest, and (b) any trade or business (whether or not incorporated) that is under common control with Qwest, as determined under section 414(c) of the Code.

(aa)    “Share” means a share of Stock.

(bb)    “Specified Employee” means, subject to section 409A(2)(B)(i) of the Code and Treasury Regulations issued thereunder, a “key employee” within the meaning of section 416(i) of the Code, without regard to section 416(i)(5) thereof. Solely for purposes of Section 409A, a “key employee” means, on any December 31 (the “Identification Date”):

(i) an employee of the Service Recipient who is an officer of the Service Recipient having annual compensation (within the meaning of section 414(q)(4) of the Code) greater than $140,000 (for 2006, as it may be adjusted in accordance with section 416(i)(1) of the Code); provided, however, no more than 50 employees of the Service Recipient (or, if less, the greater of (A) three employees or (B) ten percent of all of the employees, but excluding employees described in section 414(q)(5) of the Code) shall be treated as officers; or

(ii) a five-percent owner of the Service Recipient; or

(iii) a one-percent owner of the Service Recipient having annual compensation therefrom in excess of $150,000.

For purposes of determining who is a “key employee,” all employees of the Service Recipient, including employees who are nonresident aliens, shall be included.

(cc)    “Stock” means the $0.01 par value common stock of Qwest.

(dd)    “Stock Appreciation Right” means the right, granted by the Committee pursuant to the Plan, to receive a payment equal to the increase in the Fair Market Value of a Share of Stock subsequent to the grant of such Award.

(ee)    “Stock Bonus” means either an outright grant of Stock or a grant of Stock subject to and conditioned upon certain employment- or performance-related goals.

(ff)    “Stock Unit” means a measurement component equal to the Fair Market Value of one Share on the date for which a determination is made pursuant to the provisions of the Plan.

2.2    Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

DEFINITIONS

Whenever used herein, the following terms shall have the respective meanings set forth below, unless the context clearly indicates otherwise.  In addition, unless some other meaning or intent is apparent from the context, the plural shall include the singular and vice versa; and masculine, feminine and neuter words shall be used interchangeably.

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1.     DEFINITIONS

        "Adjustment Rate" means the rate in Attachment 1-A to Schedule 1.0 that applies to Sprint 3G Data Service overages.

        "Affiliate" means a person that, directly or indirectly, (i) wholly-owns a party or (ii) is a wholly-owned subsidiary of a party, or (iii) is under common control with a party.

        "Agreement" means this Private Label PCS Services Agreement between Sprint and Qwest and all of its Schedules, Exhibits, Attachments and Addenda, as amended from time to time.

        "Billing Data" means the data provided to Qwest with the monthly invoice that supports the charges contained in the invoice.

        "BMG" means Sprint's bulk messaging gateway.

        "Breach Notice" means a notice to the other party that such other party is in breach of this Agreement and specifying the nature of the breach and section of this Agreement in which they are allegedly in breach.

        "CDR" means call detail record.

        "Cloning Fraud" means the loading by an unrelated and independent third party of a MSID/ESN combination onto a wireless device to fraudulently use the PCS Service, as more particularly described in the Private Label Operations Manual.

        "Confidential Information" means (i) the terms and conditions of this Agreement and the discussions, negotiations and proposals related to this Agreement and (ii) any information exchanged in connection with this Agreement concerning the other party's business including, tangible, intangible, visual, electronic, written, or oral information, such as: (a) Sprint Data and Qwest Data and trade secrets, (b) financial information and pricing, (c) technical information, such as research, development, procedures, algorithms, data, designs, and know-how, and (d) business information, such as operations, planning, marketing interests, and products, whether, under each of the clauses (i) and (ii) of this definition, received directly or indirectly from the other party, or in the case of Sprint, from Customers.

        "Customer" means any person, other than Qwest, purchasing from Sprint (i) PCS service or (ii) any other services offered for sale by Sprint.

        "End User" means any person or entity permitted under this Agreement that purchases Private Label Service from Qwest.

        "ESN" means the electronic serial number that uniquely identifies each wireless handset.

        "Facilities" means the telecommunications switching equipment, cell site transceiver equipment, connecting circuits, software and other equipment installed, maintained, expanded, modified or replaced by Sprint to render PCS Service within a Market.

        "FCC" means the Federal Communication Commission or any successor agency.

        "Governmental Authority" means any nation or government, or any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including the FCC.

        "Handset Proprietary Information" means (i) Sprint's preferred roaming list, as changed by Sprint, in its sole discretion, from time to time, (ii) software implementing Sprint's handset user interface design features and structure, developed and installed in handsets with or for Sprint by manufacturers under agreements preserving Sprint's proprietary rights therein, including changes, updates, modifications and enhancements to the software which may be effected from time to time during the term of this Agreement by Sprint, its agents or vendors; and (iii) software effecting compatibility between handsets and the Facilities and any ancillary systems, developed and installed in handsets with or for Sprint by manufacturers under agreements preserving Sprint's proprietary rights therein, including changes, updates, modifications and enhancements to the software which may be effected from time to time during the term of this Agreement by Sprint, its agents or vendors, which software is embodied in firmware or read-only memory (programmable or otherwise) or both associated with handsets which may be delivered to Qwest by or on behalf of a manufacturer authorized under the Private Label Operations Manual.

        "Highly Concentrated Usage" means a situation such as an inordinately large gathering (outdoor sporting event, Papal mass, terrorist incident, act of God, or the like) that results in a spike in usage of wireless phones beyond the ordinary course.

        "In-Service Date" means the date that Qwest first has End Users activated in any Market under this Agreement.

        "IRs" means Qwest's independent representatives, who are independent contractors of Qwest, authorized to sell Qwest's products and services on behalf of Qwest as specified by Qwest from time to time.

        "License" means the PCS license issued by the FCC to Sprint or a Sprint Service Provider Affiliate.

        "MAF Feed" is the automated platform that delivers to Qwest the unrated CDRs for all End Users.

        "Market" means the area or areas set forth in the Sprint Markets and the Sprint Service Provider Affiliate Opt-In Markets.

        "MDN" means a mobile dialing telephone number assigned to a handset by Sprint.

        "MSID" means the mobile station identification number assigned to a handset by Sprint.

        "Mobile Originated Short Messaging Service" or "MOSMS" means to send short alphanumeric messages from an End User's handset, as further described in Schedule 1.0.

        "Mobile Terminated Short Messaging Service" or "MTSMS" means to receive short alphanumeric messages on an End User's handset, as further described in Schedule 1.0.

        "MRC" means monthly recurring charge.

        "Network" means the CDMA network owned and operated by Sprint and the Sprint Service Provider Affiliates.

        "PCS" means all radio communications that encompass mobile and ancillary fixed communication as set forth in 47 C.F.R. Part 24.5, which as of the Effective Date utilizes frequency bands approaching 1.9 gigahertz in broadband.

        "PCS Service" means the PCS service provided by Sprint using the Network which includes voice service, Sprint 2G Data Service, MOSMS, MTSMS, Toll, Premium Services, and Sprint 3G Data Service. PCS Service does not include Roaming.

        "Premium Services" means Sprint 3G Data Service downloads that are separately priced in Attachment No. 1-A to Schedule 1.0, such as games, ringers and screen savers.

        "Private Label Operations Manual" means the customized operations manual concerning the sale of PCS Service on a private label basis to Qwest as more fully described in Section 6.8.

        "Private Label Service" means the PCS Service provided by Qwest to its End Users under Qwest's label, brand and marks, utilizing the PCS Service provided to Qwest by Sprint under this Agreement.

        "PRL" means preferred roaming list.

        "QAKPS" has the meaning given to it in Attachment No. 1-A to Schedule 1.0.

        "Qwest Data" means all information collected or developed by Qwest or an Affiliate of Qwest regarding customers, including, location-based information, all phone or other identification numbers issued to customers, all electronic serial numbers, all customer personalization information and all automatic number identification information and all information described in the Federal Communications Commission's definition of "Customer Proprietary Network Information" as set forth in 47 USC Section 222(h)(1) (as amended and interpreted from time to time).

        "Qwest Enterprise Customer" means any business entity that Qwest or its parent/subsidiary has a contract whereby Qwest or its parent/subsidiary provides telecommunications services to that business entity, or a business entity with which Qwest does not have a contractual relationship but to which Qwest would like to sell any telecommunication services, including the Private Label Service.

        "Qwest ILEC States" means the States of Arizona, Colorado, Washington, Oregon, Minnesota (which includes portions of the Minneapolis/St. Paul metropolitan area that are in Wisconsin), North Dakota, South Dakota, Nebraska, Wyoming, Montana, Idaho, Iowa, Utah, and New Mexico.

        "Qwest Market" means those areas in the Markets that are also included within Qwest ILEC States.

        "Roaming" means any wireless telecommunication service that does not use the Network.

        "SAKPS" has the meaning given to it in Attachment No. 1-A to Schedule 1.0.

        "Security Standards" means the best commercial security features in all material hardware and software systems and platforms that uses or accesses Confidential Information.

        "Sprint Brand Guidelines" means the Sprint brand guidelines attached as Schedule 6.0, which contain the Sprint Marks and govern the use of the Sprint Marks.

        "Sprint Data" means all information collected or developed by Sprint, a Sprint Affiliate, or a Sprint Service Provider Affiliate regarding Customers, including, location-based information, all phone or other identification numbers issued to Customers, all electronic serial numbers, all Customer personalization information and all automatic number identification information and all information described in the Federal Communications Commission's definition of "Customer Proprietary Network Information" as set forth in 47 USC Section 222(h)(1) (as amended and interpreted from time to time).

        "Sprint 2G Data Service" means the following IS95 PCS Services: (i) browsing the Internet using a browser-enabled, data-compatible handset; or (ii) using an appropriately enabled data-compatible handset with the Data Connection Materials (as described in Schedule 1.0) for data connectivity as a

data modem, all as described in more detail in this Agreement, Schedule 1.0 and the Private Label Operations Manual.

        "Sprint 3G Data Service" means Sprint's 1XRTT advanced multimedia data services offered in Sprint Markets.

        "Sprint Markets" means those areas in Schedule 2.0.

        "Sprint Marks" means the marks "Sprint," "Sprint PCS," "Sprint Nationwide PCS," "Sprint PCS Vision," "PCS Vision," "Sprint Spectrum," and those other marks identified in the Sprint Brand Guidelines.

        "Sprint Service Provider Affiliate" means an entity that constructs or has constructed wireless network coverage, performs operational functions in defined geographic areas and provides mobile wireless telecommunications products and services under the "Sprint" or "Sprint Spectrum" service marks or any other service marks subsequently authorized for use by Sprint.

        "Sprint Service Provider Affiliate Markets" means those areas listed on Schedules 2.1 and 2.2, and where Sprint Service Provider Affiliates conduct business.

        "Sprint Service Provider Affiliate Opt-In Markets" means those areas listed on Schedule 2.1.

        "Sprint Service Provider Affiliate Opt-Out Markets" means those areas listed on Schedule 2.2, and which are areas in which Qwest may not market sell or activate Private Label Services.

        "Sprint Service Provider Affiliate Exclusive 3G Data Markets" means those areas listed on Schedule 2.3, and which are areas in which Qwest may not market, sell or activate Sprint 3G Data Services.

        "Strategic Competitor" means those entities listed in Schedule 3.0, or successor entities.

        "Taxes" means all taxes, including federal, state or local sales, use, excise, gross receipts or other taxes or tax-like fees imposed on or with respect to PCS Service, excepting only taxes on the net income of Sprint, unless expressly provided otherwise in this Agreement.

        "Toll" means all domestic metered third party access charges (originating and terminating) and charges Sprint pays for the transport of data and voice traffic from one service area to another, which charges will be billed to Qwest as detailed in Schedule 1.0.

        "TW Wireless" means TW Wireless, LLC, a Delaware limited liability company and wholly owned subsidiary of Qwest Wireless LLC.