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This Severance Agreement ("Agreement"), which is effective as of July 21, 2003 (the "Effective Date"), is by and between
Richard N. Baer ("Executive"), who is an officer of Qwest Communications International, Inc., a Delaware corporation having
its principal executive offices in Denver, Colorado or one of its subsidiaries or affiliates ("Company") and who is employed by
Qwest Services Corporation, a subsidiary of the Company, and Company and any successor thereto:
WHEREAS, the Company wishes to encourage Executive's continued service and dedication in the performance of
Executive's duties; and
WHEREAS, in order to induce Executive to remain in the employ of the Company, and in consideration for Executive's
continued service to the Company, the Company agrees that Executive shall receive the benefits set forth in this Agreement in
the event that Executive's employment with the Company is terminated in the circumstances described herein.
Therefore, in consideration of the mutual promises set forth below, Company and Executive hereby agree as follows:
1. TERM OF EMPLOYMENT; AT-WILL EMPLOYMENT . This Agreement does not contain any promise or
representation concerning the duration of Executive's employment. Executive's employment is at-will, and may be altered or
terminated by either Executive or the Company at any time, with or without cause, and with or without notice. This at-will
employment relationship may not be modified unless in a written agreement signed by Executive and either the Chief Executive
Officer or the Chief Human Resources Officer.
2. CHANGE IN CONTROL
a. CHANGE IN CONTROL DEFINED: For purposes of this Agreement, "Change in Control" shall have the
definition currently in the Qwest Equity Incentive Plan ("Stock Plan").
b. STOCK OPTIONS/EQUITY : The Board of Directors may, in its