Qwest Savings And Investment Plan

Exhibit 10.8

QWEST SAVINGS AND INVESTMENT PLAN

Amended and Restated Effective January 1, 2008

(unless otherwise indicated)


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QWEST SAVINGS & INVESTMENT PLAN

(amended and restated, effective January 1, 2008)

PREAMBLE

QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation (" QCI" ), established a profit sharing plan that includes a cash or deferred arrangement (the " Classic Qwest Plan" ), effective January 1, 1999.

U S WEST, Inc. sponsored a profit sharing plan that included both a cash or deferred arrangement and a match that was an ESOP (the " Classic U S WEST Plan" ) until U S WEST, Inc. was merged with QCI on June 30, 2000. QCI was the surviving corporation and therefore became the sponsor of the Classic U S WEST Plan, although its employees did not participate in such plan. The Classic U S WEST Plan was later renamed the Qwest Savings & Investment Plan. The Classic Qwest Plan was merged into the Qwest Savings & Investment Plan effective December 31, 2001. On that date, the trust(s) for the Classic Qwest Plan became trust(s) for the merged plan. The merged plan retained the name Qwest Savings & Investment Plan, and is referred to in this document as the " Plan." The merged plan is hereby amended and restated and is effective as of January 1, 2008 unless otherwise provided herein. The Plan and its assets held in the trust(s) are intended to comply with the provisions of the Code (as defined herein) and ERISA (as defined herein), to qualify as a profit sharing plan for all purposes of the Code, except for the match which was intended to qualify as an employee stock ownership plan under Code section 4975(e)(7) prior to the employee stock ownership provisions of the Plan being frozen in 2004. The Plan is also intended to provide a cash or deferred arrangement that satisfies the requirements of Code section 401(k).

Effective May 14, 2004, the employee stock ownership plan (" ESOP" ) portion of the Plan was frozen. No contributions have been made to the ESOP portion of the Plan on and after May 14, 2004. Certain provisions of the ESOP portion of the Plan have been retained in this restated plan document in connection with the allocation of ESOP shares to certain participant accounts.


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ARTICLE I

Definitions

The following words and phrases shall have the meaning set forth below:

1.1 " Account" means the aggregate of all the sub-accounts identified in section 4.1 of a particular Account Owner.

1.2 " Account Owner" means a Participant who has an Account balance, an Alternate Payee who has an Account balance, or a beneficiary who has obtained a present interest in the Account of the previous Account Owner because of the previous Account Owner' s death.

1.3 " Acquisition Loan" means a loan or other extension of credit used by the Trustee to finance the acquisition of Stock or to repay and finance, to the extent permitted by law, a prior Acquisition Loan. 1.4 " Affiliate" means any member of the Controlled Group except QCI. For purposes of determining the limit on Annual Additions under section 3.8, the term " Affiliate" shall also include those legal entities that would be members of the Controlled Group if the Controlled Group were determined by using the modification discussed in Code section 415(h).

1.5 " After-Tax Contribution" means the contributions provided for in section 3.1 that are not Before-Tax Contributions and are not designated by a Participant as Roth Contributions as set forth in section 3.1.

1.6 " Alternate Payee" means any Participant' s Spouse, former spouse, child, or other dependent who is recognized by a Qualified Domestic Relations Order as having a right to receive all, or a portion of, the benefits payable under this Plan with respect to such Participant.

1.7 " Annual Addition" means the allocations to a Participant' s account(s) for any Plan Year, as described in detail below.

(a) Annual Additions shall include: (i) Company Contributions to this Plan (and any other defined contribution plan maintained by any Affiliate); (ii) after-tax contributions, including any Roth Contributions, to this Plan and any other defined contribution plan maintained by any Affiliate; (iii) salary deferral contributions to this Plan and before-tax contributions to any other defined contribution plan maintained by any Affiliate; (iv) forfeitures allocated to a Participant' s account(s) in this Plan and any other defined contribution plan maintained by any Affiliate (except as provided in paragraph (b)(iii) below); (v) all amounts paid or accrued to a welfare benefit fund as defined in Code section 419(e) and allocated to the separate account (under such welfare benefit fund) of a Key Employee to provide post-retirement medical benefits; and (vi) contributions allocated on the Participant' s behalf to any individual medical account as defined in Code section 415(l)(2). (b) Annual Additions shall not include: (i) Rollover Contributions or Roth Rollover Contributions to this Plan or rollover contributions, made pursuant to Code section 402(c), 403(a)(4), 403(b)(8), 405(d)(3), 408(d)(3), or 409(b)(3)(C) to any other defined contribution plan maintained by any Affiliate; (ii) repayments of loans made to a Participant from a qualified plan maintained by the Company or any Affiliate; (iii) repayments of forfeitures for rehired Participants, as described in Code sections 411(a)(7)(B) and 411(a)(3)(D); (iv) direct transfer of employee contributions from one qualified plan to this Plan or any other qualified defined contribution plan maintained by any Affiliate;


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(v) deductible employee contributions within the meaning of Code section 72(o)(5); (vi) employee contributions to a simplified employee pension, if such contributions are deductible under Code section 219(a); (vii) catch up contributions made pursuant to section 3.1(c) or similar contributions to other qualified plans maintained by any Affiliate, or (viii) any restorative payments allocated to a Participant' s Account as provided in Treas. Reg. a7 1.415(c)-1(b).

1.8 " Before-Tax Contribution" means the contributions provided for in section 3.1 that are intended to be excluded from the Employee' s income for federal income tax purposes pursuant to Code sections 401(k) and 402(e)(3). 1.9 " Break in Service" means a period that begins on the Severance From Service Date. A one-year Break in Service begins on the Severance From Service Date and ends on the first anniversary of such date provided that the Employee does not perform at least one Hour of Service during such twelve-month period. A leave of absence in a non-paid status that is approved in writing by the Company shall not constitute a Break in Service.

1.10 " Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and rulings in effect thereunder from time to time.

1.11 " Committee" or " Employee Benefits Committee" means the administrative Committee described in section 8.4.

1.12 " Company" means Qwest Communications International Inc., a Delaware corporation, any successor thereto. If the context so warrants, the term " Company" shall also include any Participating Company. 1.13 " Company Contributions" means all contributions to the Plan made by the Company pursuant to Article III for the Plan Year.

1.14 " Company Discretionary Contribution Account" means the Account that is credited with Company Discretionary Contributions to the Plan in accordance with section 3.4, together with investment earnings (or losses) thereon.

1.15 " Company Discretionary Contributions" means an amount contributed to the Plan by a Participating Company in accordance with section 3.4.

1.16 " Company Matching Contributions" means contributions to the Plan made by the Company pursuant to subsection 3.2(a) for the Plan Year. 1.17 " Compensation" means:

(a) Code Section 415, Highly Compensated Employee Determination and Company Discretionary Contributions . " Compensation" for purposes of Section 3.8 (relating to limitations under Code Section 415), Section 3.4 (relating to Company Discretionary Contributions) and Section 1.27 (relating to Highly Compensated Employee) shall mean the wages, within the meaning of Code section 3401(a), which are paid by the Company or an Affiliate to or for an Employee (including amounts paid to the Employee under the Management Separation Plan), all other compensatory payments to an Employee by the Company or an Affiliate (in the course of its trade or business) for which the Company or an Affiliate is required to furnish the Employee a written statement under Code sections 6041(d), 6051(a)(3) and 6052, and any amounts excluded from the Employee' s income under Code sections 125, 402(e)(3) or 132(f)(4).

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(b) Before-Tax, After-Tax and Matching Contributions for Occupational Employees . For purposes of determining and allocating Company Matching Contributions under section 3.2(a) and for purposes of determining the amount of Participant Contributions under subsection 3.1(a) for Occupational Employees, Compensation shall include the amounts specified in subsection (b)(i) below and exclude the amounts specified in subsection (b)(ii) below.

(i) Included Items . Compensation shall include the following specific amounts and, to the extent that an element of compensation is not specifically excluded from Compensation in subsection (ii) below, it shall be included as Compensation for purposes of the Plan:

(A) base pay for Occupational Employees (including any elective salary deferrals that are excluded from federal taxable income pursuant to Code sections 402(e)(3) or 125 or pre-tax payments pursuant to Code section 132(f)(4));

(B) annual lump sum merit awards;

(C) merit awards for performance on specific job projects; (D) annual lump sum team incentives and gain share awards;

(E) retroactive wage increases;

(F) incentive compensation including marketing and team incentive compensation, as determined from payroll records;

(G) short-term disability benefits paid to a Covered Employee under the Qwest Disability Plan or under the terms of a Participating Company' s predecessor Sickness and Accident Disability Benefit Plan received by a Participant who is absent on account of disability; (H) effective January 1, 1997, all amounts received by a Participant who is on a leave of absence, including a military or political leave of absence, approved by the Participating Company with which the Participant is employed and, effective January 1, 2003 with respect to military leave, which the Participating Company treats as subject to federal income tax withholding;

(I) commissions;

(J) imputed base pay for non-paid union time solely related to the Participating Company' s business, and any other payments similar in nature bargained for by the Employee' s collective bargaining representative; (K) lump sum or biweekly payments under the Reassignment Pay Protection Allowance; and (L) amounts received pursuant to the Qwest Bonus Plan.

(ii) Excluded Items . Compensation shall not include the following amounts:

(A) overtime;

(B) shift differentials;

(C) personal vehicle reimbursements;


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(D) compensation received from a non-qualified deferred compensation plan; (E) other premium pay including awards associated with any type of Employee suggestion plan or special community service project; (F) payments received from redeployment plans;

(G) differentials based on geographic location;

(H) pay in lieu of unused vacation; (I) workers' compensation payments;

(J) foreign service premiums, differentials, or housing allowances;

(K) moving and relocation expenses, including, but not limited to relocation pay and bonuses;

(L) amounts realized from the exercise of non-qualified stock options and amounts realized from the sale, exchange or other disposition of stock acquired under incentive stock options;

(M) severance payments under any severance plan or severance bonus payment (other than amounts under the Qwest Bonus Plan) and amounts paid in connection with the settlement of a claim or release;

(N) amounts paid in connection with health and welfare benefits, including, but not limited to life insurance allowances;

(O) amounts received from any tax qualified plan or a plan intended by the Company to constitute a qualified plan;

(P) amounts earned while the Occupational Employee is not a Covered Employee or an Occupational Employee;

(Q) effective January 1, 2003, subject to section 3.13, amounts received by a Participant who is on military leave of absence, approved by the Participating Company with which the Participant is employed, and which the Participating Company does not treat as subject to federal income tax withholding; and

(R) amounts paid in connection with a contract ratification bonus. (c) Before-Tax, After-Tax, Roth and Matching Contributions for Management Employees . For purposes of determining and allocating Company Matching Contributions under section 3.2(a) and for purposes of determining the amount of Participant Contributions under Section 3.1(a) for Management Employees, Compensation shall mean amounts specified in subsection (c)(i) below and excluding amounts specified in (c)(ii) below.

(i) Compensation shall include the following amounts: (A) The Management Employee' s salary, wages, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Company or an Affiliate to the extent the amounts are includable in gross income, including overtime, commissions, compensation based on profits, tips, bonuses, all foreign earned income as defined in Code section 911(b) (whether or not excludable from gross income under Code section 911), and any amounts that are excluded from income under Code sections 931 or 933; and


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(B) Elective deferrals (as defined in Code section 402(g)(3)) and amounts that are contributed or deferred by the Company or an Affiliate at the election of the Management Employee and that are not includable in gross income of the Management Employee by reason of Code sections 125 or 132(f). (C) effective January 1, 2003, amounts received by a Participant who is on military leave of absence, approved by the Participating Company with which the Participant is employed, and which the Participating Company treats as subject to federal income tax withholding.

(D) Pay in lieu of unused vacation, but only for Employees terminating under the Management Separation Plan.

(ii) Compensation shall not include the following amounts:

(A) Contributions made by the Company or an Affiliate to a plan of deferred compensation, to the extent that, before the application of the limitations of Code section 415 to such plan, such contributions are not includable in the gross income of the Management Employee for the taxable year in which such contributions were contributed; (B) Contributions made by the Company or an Affiliate on behalf of a Management Employee to a simplified employee pension plan described in Code section 408(k), to the extent such contributions are not excludable in the Management Employee' s gross income;

(C) Any distributions from a plan of deferred compensation, regardless of whether such amounts are includable in the gross income of the Management Employee;

(D) Amounts realized from the exercise of a non-qualified stock option;

(E) Amounts realized when restricted stock or property held by the Management Employee becomes freely transferable or is no longer subject to a substantial risk of forfeiture, as described in Code section 83; (F) Amounts realized from the sale, exchange, or other disposition of stock acquired under an incentive stock option; (G) Other amounts that receive special tax benefits, including premiums for group term life insurance, to the extent that the premiums are not includable in the Management Employee' s gross income;

(H) Contributions made by the Company or an Affiliate (whether or not pursuant to a salary reduction agreement) towards the purchase of an annuity described in Code section 403(b) (whether or not such contributions are excludable from the gross income of the Management Employee);

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(I) Reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits;

(J) Amounts earned while the Management Employee is not a Covered Employee or a Management Employee; and

(K) effective January 1, 2003, subject to section 3.13, amounts received by a Participant who is on military leave of absence, approved by the Participating Company with which the Participant is employed, and which the Participating Company does not treat as subject to federal income tax withholding. (d) Time Period for Measuring Compensation. For purposes of subsections (b) and (c) above, the following applies for purposes of determining Compensation.

(A) General . Compensation shall only include amounts paid to a Covered Employee, except as provided in paragraph (B) below. Compensation shall only include amounts paid after the Employee has satisfied the participation requirements described in Article II, and for purposes of calculating the match, shall only include amounts paid after the Employee has become eligible to receive a match.

(B) Trailing Pay . Compensation shall also include amounts that are paid in the month in which the Covered Employee terminates employment with the Company and Controlled Group members or in any of the following three months.

(e) 414(s) Compensation . For purposes of ADP, ACP and multiple use tests and for purposes of QNECs under sections 3.9, 3.10, 3.11, and 3.12, " Compensation" means wages within the meaning of Code section 3401(a) which are paid by the Company or an Affiliate to or for an Employee and all other compensatory payments to the Employee by the Company or Affiliate (in the course of its trade or business) for which the Company or Affiliate is required to furnish the Employee a written statement under Code sections 6041(d), 6051(a)(3) and 6052, determined without regard to any rules under Code section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or services performed. For purposes of this subsection, Compensation shall include Company contributions which are not includable in the gross income of the Employee under Code sections 125, 132(0(4), or 402(e)(3). (f) Limitation on Compensation . The annual Compensation of each employee taken into account under the Plan shall not exceed the OBRA ' 93 annual compensation limit. The OBRA ' 93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with Code section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA ' 93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. If Compensation for any prior determination period is taken into account in determining an employee' s benefits accruing in the current Plan Year, the Compensation for that prior determination period is subject to the OBRA ' 93 annual compensation limit in effect for that prior determination period.


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For this purpose, for determination periods beginning before the first day of the first Plan Year beginning on or after January 1, 1994, the OBRA ' 93 annual compensation limit is $150,000.

(g) Limit on Compensation Effective January 1, 2008 . The annual Compensation of each Participant taken into account in determining allocations for any Plan Year beginning on or after January 1, 2008, shall not exceed $230,000, as adjusted for cost of living increases in accordance with section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost of living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

1.18 " Controlled Group" means QCI and all the entities that are treated as a single employer with QCI pursuant to Code sections 414(b), 414(c), 414(m), or 414(o). 1.19 " Covered Employee" means:

(a) General . A Covered Employee shall mean an Employee of a Participating Company who is: (i) a regular or regular-term Employee in active service (on a full-time or part-time basis); (ii) a regular flexible Employee; or (iii) a person classified as a temporary Employee, incidental Employee, seasonal Employee, or an intern.

(b) Exclusions . A Covered Employee shall not include any Employee of a non-Participating Company. Anyone classified as an " occasional employee" shall not be a Covered Employee. A Covered Employee shall not include any Leased Employees or any individuals who would be Leased Employees but for their length of service with the Company and Affiliates. A Covered Employee, who is a Management Employee, shall not include any individual who enters into an agreement with the Participating Company stating that he is not to participate in the Plan.

(c) Collectively Bargained Employees . A Covered Employee does not include an Employee included in a unit of Employees covered by a collective bargaining agreement that does not provide for such Employee' s participation in the Plan, provided that retirement benefits were the subject of good faith bargaining during the negotiation of such collective bargaining agreement.

(d) Independent Contractors . A Covered Employee does not include an individual (i) who provides services to the Controlled Group under an agreement, contract, or any other arrangement pursuant to which the individual is initially classified as an independent contractor or (ii) whose remuneration for services has not been treated initially as subject to the withholding of federal income tax pursuant to Code section 3401 and (iii) has been subsequently reclassified as a common law employee by the Company or as a result of a final decree of a court of competent jurisdiction or the settlement of an administrative or judicial proceeding.

(e) Non-resident Aliens . Any non-resident alien who either (i) receives from the Company or an Affiliate no earned income (within the meaning of Code section 911(d)(2)) that constitutes income from sources within the United States (within the meaning of Code section 861(a)(3)) or (ii) receives from the Company or an Affiliate earned income that constitutes income from sources within the United States, but such income is exempt from United States income tax by an income tax treaty or convention, shall not be a Covered Employee.

1.20 " Domestic Relations Order" means any judgment, decree or order (including approval of a property settlement agreement) that relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of the Participant and is made pursuant to a state domestic relations law (including a community property law).


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1.21 " Employee" means: (a) Any individual employed as a common law employee by any Participating Company on a full-time or part-time basis who receives compensation other than a pension, retainer, or fee under contract.

(b) An individual shall not be an " Employee" if he meets any of the following: (i) the individual was performing services for any Participating Company under an agreement, contract, or any other arrangement pursuant to which the individual is characterized or classified by the Participating Company as an independent contractor (or an employee of an independent contractor), (ii) the individual' s payments for services for any Participating Company have not been initially treated by any Participating Company as subject to wage withholding under the Code and applicable state law, (iii) any individual who was not initially classified by a Participating Company as a common law employee of a Participating Company, (iv) any individual who was initially classified as a Leased Employee or (v) any other individual who was leased by a Participating Company from an entity that is the individual' s employer of record. Notwithstanding paragraph (a) above, if the Company determines or agrees that the classification or treatment was incorrect and that the individual was or is in fact a common law employee, such an individual shall not be an Employee (or Covered Employee or Participant) either retroactively or prospectively; however, if the Company informs the individual in writing that he is an Employee for purposes of the Plan, he shall be an Employee with respect to service after the date specified in such writing. Notwithstanding the foregoing, if an individual files a claim with the Committee in accordance with section 13.2 within 60 days of such initial classification, and the Committee determines that such classification is incorrect, the determination by the Committee shall be given retroactive effect. (c) Solely for purposes of the requirements of Code Section 414(n)(3) (but only to the extent they relate to this Plan), including counting service for eligibility to participate and vesting, " Employee" shall also mean (i) any individual described in the preceding paragraph (b) who is in fact a common law employee and (ii) Leased Employees. Notwithstanding the foregoing, if such Leased Employees constitute less than 20% of the Participating Companies' non-highly compensated work force within the meaning of Code section 414(n)(5)(C)(ii), " Employee shall not include Leased Employees covered by a plan described in Code section 414(n)(5) unless otherwise provided in the Plan.

(d) By way of example, assume a technician is leased from an entity (or hired as an independent contractor) on May 1, 2002. The Company later determines or agrees that the individual has in fact always been a common law employee and reclassifies him as such (including subjecting him to wage withholding) on June 1, 2004; however, he continues as a technician. Solely for the purposes of the requirements of Code section 414(n)(3) (but only to the extent they relate to this Plan), including counting service for eligibility to participate and vesting, this individual will be treated as an Employee on and after May 1, 2002. However, the individual shall not be an Employee (or Covered Employee or Participant) for any other purpose with respect to employment either prior or subsequent to June 1, 2004, even though other technicians of the Company are treated as Employees. The individual shall not become an Employee (or Covered Employee or Participant) unless and until the Company informs the individual in writing that he is an Employee for purposes of the Plan.

1.22 " Employment Commencement Date" means the date on which an Employee first performs an Hour of Service.


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1.23 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and rulings in effect thereunder from time to time.

1.24 " ESOP Account" means the account that is credited with payments to the ESOP made by a Participating Company prior to May 14, 2004 in accordance with sections 3.2 and 3.4, together with the investment earnings (or losses) thereon. The ESOP Account shall be comprised of various subaccounts, including the ESOP Matching Contribution Account and any other subaccounts established by the Committee.

1.25 " Financed Shares" means stock acquired by the Plan with the proceeds of an Acquisition Loan.

1.26 " Five-Percent Owner" means:

(a) With respect to a corporation, any person who owns (either directly or indirectly according to the rules of Code section 318) more than 5% of the value of the outstanding stock of the corporation or stock possessing more than 5% of the total combined voting power of all stock of the corporation. (b) With respect to a non-corporate entity, any person who owns (either directly or indirectly according to rules similar to those of Code section 318) more than 5% of the capital or profits interest in the entity.

A person shall be a Five-Percent Owner for a particular year if such person is a Five-Percent Owner at any time during such ye ...