AMENDED AND RESTATED
1995 STOCK OPTION PLAN
ICON CMT CORP.
THIS AMENDMENT to the Amended and Restated 1995 Stock Option Plan of Icon CMT Corp. (the "Plan")
is effective as of March 15, 1999.
1. The Plan was adopted by the Board of Directors of Icon CMT Corp., now known as Qwest Internet
Solutions, Inc. ("QIS") and approved by the shareholders on October 23, 1995.
2. Effective as of January 1, 1999, Qwest Communications International Inc. ("Qwest") acquired all of the stock
of QIS and QIS became a wholly-owned subsidiary of Qwest. Qwest assumed the Plan and substituted options
to purchase shares of the common stock of Qwest for the options outstanding under the Plan (the "Substituted
3. Qwest now wishes to amend the Plan to provide that upon a "change in control,: the Substituted Options will
become fully vested.
The Plan shall be amended, effective as of March 15, 1999, by the addition of new Sections 12A and 12B to
follow existing Section 12 and to provide as follows:
"12A. CHANGE IN CONTROL OF QWEST COMMUNICATIONS INTERNATIONAL INC.
(a) In General. Upon a change in control of Qwest Communications International Inc. ("Qwest") as defined in
subsection 12A(b), then all options shall become immediately exercisable in full during the remaining term thereof,
and shall remain so, whether or not the optionees to whom such options have been granted remain employees or
consultants of the Company.
(b) Definition. For purposes of this Plan, a "change in control" shall be deemed to have occurred if either (i) any
individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), other than
Anschutz Company, The Anschutz Corporation, any entity or organization controlled by Philip F. Anschutz
(collectively, the "Anschutz Entities") or a trustee or other fiduciary holding securities under an employee benefit
plan of Qwest, acquires beneficial ownership (within the meaning of Rule 13d-3 pro