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Qwest Long Distance
Section 272 Affiliate Transactions

Amendment One to Work Order – Finance Services #FILD119

This Amendment is made a part of the Work Order – Finance Services #FILD119, dated December 13, 1999, by and between U S WEST Communications, Inc., (hereinafter "USWC") and U S WEST Long Distance, Inc., (hereinafter "USWLD"). USWC and USWLD may individually be referred to as "Party" or together as "Parties".

RECITALS

WHEREAS, the parties entered in to Agreement AR960001, and pursuant to Exhibit F, Work Order – Finance Services #FILD119, the parties desire to revise the provisions of the Work Order.

AGREEMENT

In consideration of the mutual promises and advantages to the parties, the parties incorporate by reference and agree to the accuracy recitals and further agree as follows:

DOCUMENTATION OF CHANGES

    1. This Amendment is effective October 9, 2000.
    2. The Parties to this Amendment hereby agree that effective October 9, 2000, the following additions to the Work Order shall be in effect:
      Paragraph 4: Unit and Price per Unit for Requested Service/s is amended as follows: "Technical Accounting & Tax Accounting
      Salary Grade 5 - $ 80.25 per hour
      Salary Grade 4 - $ 57.07 per hour
      Payroll Services
      $ 12.80 per employee / per month
      $ 40.10 per manual check
      MBA - $ 1.65 per employee / per month
      Accounts Payable - $ 4.22 per check
      General Ledger Processing - $ 0.01383 per transaction
      Fixed Asset Support - $ 628.48 per month"

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed for and on its behalf on the day and year indicated below.

U S WEST Long Distance, Inc. U S WEST Communications, Inc.
Judith L. Brunsting
Signed
Mark A. Schumacher
Signed
Judith L. Brunsting
Printed Name
Mark A. Schumacher
Printed Name
Executive Director
Title
Controller
Title
03/08/01
Date
03/12/01
Date

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