SEVERANCE AGREEMENT

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

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

(4)            Continued failure to substantially perform Executive’s duties to the satisfaction of the Chief Executive Officer (other than such failure resulting from Executive’s incapacity due to physical or mental illness) after the Chief Executive Officer delivers written notice to Executive specifically identifying the manner in which Executive has failed to substantially perform his or her duties and Executive has been afforded a reasonable opportunity of at least thirty days to substantially perform his or her duties; or

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

For two years following a Change in Control, a termination for Cause shall require the approval of the Company’s Board of Directors.

b.              Severance Payments When Termination Not By Executive or By Executive With Good Reason.  The parties agree that the Company may terminate Executive’s employment without Cause or that Executive may terminate his employment for Good Reason (as defined below).  Except under circumstances described in subparagraph 3.c below, if Company terminates Executive’s employment without Cause or if Executive terminates his employment for Good Reason, and Executive signs a complete waiver and release of claims against Qwest in the form attached hereto as Attachment A (“Waiver”), then Company shall pay Executive the “Standard Severance Amount” defined below.  The Waiver includes, among other terms, a provision requiring Executive to pay back to Qwest any severance received by Executive if after the payments are made it is determined that, while employed by Qwest or any Qwest entity, Executive engaged in conduct constituting Cause.  The Waiver does not include a release of Qwest’s obligations, if any, to indemnify Executive under Qwest bylaws or applicable state law.  The Standard Severance Amount will equal one and one-half times Executive’s highest annual base salary in effect during the 12 months preceding the termination of Executive’s employment.  The Standard Severance Amount will be paid over an 18 month period through the Company’s regular management payroll processes, commencing on the Severance Payment Date, as defined in Section 22.d.  If, at the end of the 18 month period, Executive

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has not breached or threatened to breach any part of this Agreement, Executive will also receive a lump-sum payment equal to one and one-half times Executive’s highest target annual bonus in effect during the 12 months preceding the termination of Executive’s employment, minus any applicable or legally-required withholdings.

(1)            Termination for Good Reason .  Executive may terminate his or her employment for Good Reason after giving written notice to the Company within 60 days after an event constituting Good Reason; provided, however, that the Company shall have 30 days after such notice is given to cure.

Good Reason shall mean:

(A)                           a reduction of either Executive’s base salary or Executive’s target annual bonus, where the salary or annual target bonus are measured immediately prior to such reduction, as opposed to at the time of Executive’s execution of this Agreement;

(B)                            a reduction in Executive’s title from Executive Vice President and Chief Financial Officer of the Company, or a requirement that Executive report to any person other than the Chief Executive Officer of the Company or the Company’s Board of Directors;

(C)                            a material reduction of Executive’s responsibilities, where such responsibilities are measured immediately prior to such reduction, as opposed to at the time of Executive’s execution of this Agreement;

(D)                           Company’s material breach of this Agreement;

(E)                            Company’s failure to obtain the agreement of any successor to honor the terms of this Agreement; or

(E)                            A requirement that Executive’s primary work location be moved to a location that is greater than thirty-five straight line miles from Executive’s primary work location immediately prior to the imposition of such requirement.

“Good Reason” shall not include any other circumstances, including but not limited to, Executive’s discharge for Cause, Executive’s resignation or retirement (other than in the circumstances set forth in (A) – (E) above), or any leave of absence.

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c.              Change in Control Termination .  If Company (with the required approval of the Company’s Board of Directors) terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two years following a Change in Control, then, provided Executive signs a Waiver, as described in subparagraph 3.b above, Company shall pay Executive the Change in Control Severance Amount defined in the following sentence:  The Change in Control Severance Amount payable to Executive will equal (a) (i) 2.99 times Executive’s annual base salary in effect at the time of the termination of Executive’s employment, or, if greater, Executive’s annual base salary in effect at the time of the Change in Control, plus (ii) 2.99 times Executive’s target annual bonus in effect at the time of the termination of Executive’s employment, or, if greater, Executive’s target annual bonus in effect at the time of the Change in Control.  The Change in Control Severance amount will be paid in a lump sum on the Severance Payment Date, as defined in Section 22.d.

d.              COBRA Coverage .  If Executive’s employment is terminated pursuant to subparagraph 3.b above, Executive may be eligible for Qwest-subsidized COBRA for a period of 18 months (unless Executive becomes ineligible for or forfeits severance benefits pursuant to the terms of this Agreement) following the Executive’s election of COBRA health care continuation coverage (generally beginning as of the first day of the first month following the month in which Executive is designated as terminated on the Qwest payroll system) on the same basis as for active employees under the group medical plan.  This provision shall not extend the period for which any Executive is eligible for COBRA continuation coverage.

4.              OFFSET .  To the extent permitted by law, any severance benefits received under this Agreement may be reduced by the amount(s) of any outstanding monetary debts Executive owes to Qwest.  Such debts will be treated as satisfied to the extent of the withheld payments.

It is the express intent of Qwest that the monies received under this Agreement be a set-off against amounts to which you are entitled under any applicable state unemployment statute.

5.              NONDISCLOSURE .  Executive will not disclose outside of Qwest or to any person within Qwest who does not have a legitimate business need to know, any Confidential Information (as defined below) during Executive’s employment with the Company or any other Qwest entity.  Executive will not disclose to anyone or make any use of any Confidential Information of Qwest after Executive’s employment with Qwest ends for any reason, except as required by law after timely notice is given by Executive to Qwest.  This agreement not to disclose or use Confidential Information means, among other things, that Executive, for a period of 18 months beginning on the effective date of the termination of Executive’s employment with the Company or any other Qwest entity for any reason, may not take or perform a job whose responsibilities would likely lead Executive to disclose or use Confidential Information.  Executive

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acknowledges and agrees that the assumption and performance of such responsibilities, in that situation, would likely result in the disclosure or use of Confidential Information and would likely result in irreparable injury to Qwest.  Moreover, during Executive’s employment with Qwest, Executive shall not disclose or use for the benefit of Qwest, Executive or any other person or entity any confidential or trade secret information belonging to any former employer or other person or entity to which Executive owes a duty of confidence or nondisclosure of such information.  If a court determines that this provision is too broad, Executive and Company agree that the court shall modify the provision to the extent (but not more than is) necessary to make the provision enforceable. “Confidential Information” is any oral or written information not generally known outside of Qwest, including without limitation, trade secrets, intellectual property, software and documentation, customer information (including, without limitation, customer lists), company policies, practices and codes of conduct, internal analyses, analyses of competitive products, strategies, merger and acquisition plans, marketing plans, corporate financial information, information related to negotiations with third parties, information protected by Qwest’s privileges (such as the attorney-client privilege), internal audit reports, contracts and sales proposals, training materials, employment and personnel records, performance evaluations, and other sensitive information.  This agreement does not relieve Executive of any obligations Executive has to Qwest under law. Nothing in this agreement shall limit, restrict, preclude or influence Executive’s testimony in any way or cause Executive not to provide truthful testimony or information in any manner or in response to any inquiry by a governmental official.

6.              NONCOMPETE .  In light of Executive’s senior level position with Qwest, an international corporation engaged in a highly competitive business environment, for a period of 18 months beginning on the effective date of the termination of Executive’s employment with the Company or any other Qwest entity, regardless of the reason for the termination and regardless of the party bringing about the termination, Executive agrees not to, directly or indirectly, engage in any business or activity which is in direct competition with the Company or of any of its subsidiaries or affiliates in the telecommunications business.  The foregoing shall not limit Executive’s right to accept employment with an investment bank or public accounting firm, provided Executive does not work or advise on any matters regarding or involving Company without Company’s written permission, and shall not apply to passive investments by Executive of up to 2% of the voting stock of any publicly traded company or 5% of the voting stock or other securities of any privately held company, or to service by Executive on boards of directors of companies as permitted under this Agreement, regardless of whether such company competes with the Company. If a court or arbitrator determines that this provision is too broad, Executive and Company agree that the court or arbitrator should modify the provision to the extent (but not more than is) necessary to make the provision enforceable.

7.              NONSOLICITATION/NO-HIRE .  For a period of one year beginning on the effective date of the termination of Executive’s employment with the Company or

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any other Qwest entity, regardless of the reason for the termination and regardless of the party bringing about the termination, Executive agrees not to induce any employee of Qwest to leave Qwest’s employment.  This agreement means, among other things, that Executive may not have any part in hiring anyone who is a Qwest employee, even if Executive is contacted by the Qwest employee first.  For these purposes, employees of Qwest shall include all persons who are employed by the Company or any other Qwest entity at the time Executive violates this paragraph 7 or were employed by the Company or any other Qwest entity at any time during the six months preceding such violation.  If a court determines that this provision is too broad, Executive and Company agree that the court should modify the provision to the extent (but not more than is) necessary to make the provision enforceable.

8.              REMEDIES FOR VIOLATION OF PARAGRAPHS  5, 6, OR 7.   The Executive agrees that it would be difficult to measure any damages caused to Qwest which might result from any breach by the Executive of the promises set forth in paragraphs 5, 6, and 7, and that in any event money damages would be an inadequate remedy for any such breach.  Accordingly, subject to paragraph 9, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, Qwest or the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to Qwest.  The Company acknowledges that Executive has disclosed the name of his spouse’s current employer to the Company and agrees that the fact of such employment shall not, in and of itself, be treated as a basis for finding that Executive has breached this Agreement.

9.              DISPUTE RESOLUTION; ARBITRATION .   Executive and the Company agree that in the event a dispute arises concerning or relating to Executive’s employment with the Company, or any termination therefrom, the parties first shall attempt in good faith to resolve such dispute through mediation.  If a resolution through mediation is not reached, then such dispute shall be submitted to binding arbitration in accordance with the employment arbitration rules of Judicial Arbitration and Mediation Services (“ JAMS ”) by a single impartial arbitrator experienced in employment law selected as follows:  Company and Executive will attempt in good faith to agree upon impartial arbitrator within thirty days of a request for arbitration.  If the parties cannot agree, they shall request a panel of ten arbitrators from JAMS and select an arbitrator pursuant to the JAMS rules.    The arbitration shall take place in Denver, Colorado, and both Executive and the Company agree to submit to the jurisdiction of the arbitrator selected in accordance with JAMS’ rules and procedures.  The Federal Arbitration Act, as amended, 9 U.S.C. § 1 et seq. , (“ FAA ”) and not state law, shall govern the arbitrability of all claims, provided they are enforceable under the FAA.  Other than as set forth herein, the arbitrator shall have no authority to add to, detract from, change, amend, or modify existing law.  The arbitrator shall have the authority to order such discovery as is necessary for a fair resolution of the dispute.  The arbitrator shall also have the authority to award any and all relief or remedies provided under the statute or other law pursuant to which an asserted prevailing claim or defense is raised, as if the matter were being decided in court. The arbitrator may award punitive damages, if and

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only to the extent allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; and the Americans with Disabilities Act of 1990, as amended; and the arbitrator shall be bound by any limitations on the amount of punitive or other damages imposed by said statutes. The arbitrator has no other authority to award punitive damages.  The arbitrator will apply applicable statutes of limitation, including contractual statutes of limitations, will honor claims of privilege recognized by law, and will take reasonable steps to protect confidential or proprietary information, including the use of protective orders. The prevailing party in any arbitration shall be entitled to receive reasonable attorneys’ fees, only to the extent such fees are provided by the statute or other law pursuant to which an asserted claim or defense is raised, as if the matter were being decided in court. The arbitrator’s decision and award shall be final and binding, as to all Claims that were or could have been raised in the arbitration, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  Executive will pay the arbitrator’s fees and expenses up to $150 and Qwest will pay any arbitrator fees and