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QWEST COMMUNICATIONS INTERNATIONAL INC.
NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Effective July 24, 2002
PURPOSE OF PLAN.
The purpose of the Qwest Communications International Inc. Nonqualified Employee Stock Purchase Plan (the "Plan") is to
provide eligible employees who wish to become stockholders of Qwest Communications International Inc. (the "Company"), or
who wish to increase their stockholdings in the Company, with an opportunity to purchase shares of the Company's common
stock, par value $0.01 per share ("Common Stock"), on a basis that is more convenient and more favorable than would otherwise
be available. It is believed that employee participation in ownership of the Company on this basis will be to the mutual benefit of
both the employees and the Company. It is intended that the Plan constitute a broadly based employee stock purchase plan but
the Plan is not intended to constitute an "employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").
EMPLOYEES ELIGIBLE TO PARTICIPATE.
Any employee (as defined in Treasury Regulation Section 1.421-7(h)) of the Company, any employee of any "parent
corporation" of the Company within the meaning of Section 424(e) of the Code (a "Parent") or "subsidiary corporation" of the
Company within the meaning of Section 424(f) of the Code (a "Subsidiary") which adopts the Plan with the consent of the
Company (together with the Company, each an "Employing Corporation"), is eligible to participate in the Plan immediately on
the employee's date of hire.
Payroll deductions may begin with respect to the first payroll period for which it is administratively feasible under the
payroll system in place from time to time, if the employee completes the enrollment procedure outlined in Section 4(b) hereof by
the applicable payroll cutoff date. Notwithstanding the foregoing,