Company Name: Qwest Communications Int'l. Inc.
Public Availability Date: February 12, 2007

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

January 4, 2007

Direct Dial
(202) 955-8671
Fax No.
(202) 530-9569

Client No.
C 93166-00069

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Stockholder "Proposal" of the AFSCME Employees Pension Plan Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, Qwest Communications International Inc. ("Qwest"), intends to omit from its proxy statement and form of proxy for its 2007 Annual Stockholders Meeting (collectively, the "2007 Proxy Materials") a purported stockholder proposal and statements in support thereof (the "Submission") received from the AFSCME Employees Pension Plan (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before Qwest files its definitive 2007 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that stockholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Submission, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of Qwest pursuant to Rule 14a-8(k).

THE SUBMISSION

The Submission requests that the Qwest Board of Directors adopt a policy "that Qwest stockholders be given the opportunity at each annual meeting of stockholders to vote on an advisory resolution ... to ratify the compensation of the named executive officers [] set forth in the proxy statement's Summary Compensation Table...." The supporting statement describes the Submission as allowing stockholders to "express their opinion about senior executive compensation at Qwest by establishing an annual referendum process."

A copy of the Submission and supporting statement, as well as related correspondence from the Proponent, is attached to this letter as Exhibit A. On behalf of our client, we hereby respectfully request that the Staff concur in our view that the Submission may be excluded from the 2007 Proxy Materials pursuant to Rule 14a-8(a) because it is not a proper subject for a stockholder proposal.

ANALYSIS

The Submission May Be Excluded Under Rule 14a-8(a) Because It Seeks an Advisory Vote.

The Submission is not a proposal for purposes of Rule 14a-8 because it does not present a proposal for stockholder action but instead seeks to provide a mechanism that would allow stockholders to express their views on a specified topic. Under the Commission's rules, Staff responses to no-action requests under Rule 14a-8(a) and other Staff precedent, such a vote is not a proper subject under Rule 14a-8.

A. Requests for Advisory Votes Are Excludable Under Commission Amendments to Rule 14a-8.

The rulemaking history of Rule 14a-8 clearly demonstrates that requests for advisory votes are not proper subjects for stockholder proposals and thus are excludable. Rule 14a-8(a) states in relevant part:

Question 1: What is a proposal? A shareholder proposal is your recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company's shareholders....

Rule 14a-8(a) (emphasis added).

Rule 14a-8(a) was adopted as part of the 1998 amendments to the proxy rules. In the Commission's 1997 release proposing these amendments, the Commission noted:

The answer to Question 1 of revised rule 14a-8 would define a "proposal" as a request that the company or its board of directors take an action. The definition reflects our belief that a proposal that seeks no specific action, but merely purports to express shareholders' views, is inconsistent with the purposes of rule 14a-8 and may be excluded from companies' proxy materials. The Division, for instance, declined to concur in the exclusion of a "proposal" that shareholders express their dissatisfaction with the company's earlier endorsement of a specific legislative initiative. Under the proposed rule, the Division would reach the opposite result, because the proposal did not request that the company take an action.

Proposing Release, Amendments to Rules on Shareholder Proposals, Exchange Act Release No. 39093 (September 18, 1997) (emphasis added) (citation omitted).

The Commission subsequently adopted this definition as proposed:

We are adopting as proposed the answer to Question 1 of the amended rule defining a proposal as a request or requirement that the board of directors take an action. One commenter objected to the proposal on grounds that the definition appeared to preclude all shareholder proposals seeking information. In formulating the definition, it was not our intention to preclude proposals merely because they seek information, and the fact that a proposal seeks only information will not alone justify exclusion under the definition.

Adopting Release, Amendments to Rules on Shareholder Proposals, Exchange Act Release No. 40018 (May 21, 1998) (citations omitted).

The Submission is exactly of the type addressed by the Commission in the releases cited above, as the supporting statements in the Submission acknowledge. Echoing the language in the Commission's rulemaking releases, the supporting statement indicates that the purpose of the Submission is to "allow stockholders to express their opinion about senior executive compensation at Qwest" and to allow stockholders to "provid[e] input to boards on senior executive compensation." Thus, under the clear language of Rule 14a-8(a), the Submission is not a proper subject under Rule 14a-8.

B. The Submission Is Not a Proposal for Purposes of Rule 14a-8 Based on Staff Precedent.

Following adoption of Rule 14a-8(a), the Staff has consistently confirmed that a stockholder submission is excludable if it "merely purports to express shareholders' views" on a subject matter. For example, in Sensar Corp. (avail. Apr. 23, 2001), the Staff concurred that a submission seeking to allow a stockholder vote to express stockholder displeasure over the terms of stock options granted to management, the board of directors and certain consultants could be omitted under Rule 14a-8(a) because it did not recommend or require any action by the company or its board of directors.

The Submission parallels the submission in Sensar: it seeks an advisory vote on the compensation of executives set forth in the Summary Compensation Table, and the advisory vote merely allows stockholders to express their views on that information. The Submission's supporting statement clearly demonstrates that this is the Proponent's objective. For example, as noted above, the supporting statement indicates that the purpose of the Submission is to "allow stockholders to express their opinion about senior executive compensation at Qwest" and to allow stockholders to "provid[e] input to boards on senior executive compensation."

The Submission's formulation as a request that Qwest adopt a policy of submitting an advisory vote to stockholders does not change the Submission's status for purposes of Rule 14a-8(a). In Exchange Act Release No. 20091 (August 16, 1983), the Commission stated that the substance of a proposal and not its form is to be examined in determining whether a stockholder proposal is a proper matter for a stockholder vote under Rule 14a-8. As the text of the release explains:

In the past, the staff has taken the position that proposals requesting issuers to prepare reports on specific aspects of their business or to form special committees to study a segment of their business would not be excludable under Rule 14a-8(c)(7). Because this interpretation raises form over substance and renders the provisions of paragraph (c)(7) largely a nullity, the Commission has determined to adopt the interpretative change set forth in the Proposing Release. Henceforth, the staff will consider whether the subject matter of the special report or the committee involves a matter of ordinary business; where it does, the proposal will be excludable under Rule 14a-8(c)(7).

Adopting Release, Amendments to Rule 14a-8 Under the Securities Exchange Act of 1934 Relating to Proposals by Security Holders, Exchange Act Release No. 20091 (August 16, 1983).

The Staff applies this same approach throughout Rule 14a-8. Virtually all precatory stockholder proposals request a company's management to take a particular action, and the Staff has consistently looked at the subject underlying the proposed policy to determine whether a proposal is excludable under Rule 14a-8. The Staff has not considered the request to adopt a policy itself as the subject of the proposal. When a proposal has requested that management take a particular action, the Staff has examined whether that action is a proper subject under Rule 14a-8. For example:

In letters where stockholders have requested companies to adopt a policy of submitting the selection of auditors to a vote, the Staff has focused on the subject of the policy (the manner of selecting auditors) in determining that the proposal is excludable under Rule 14a-8(i)(7). See, e.g., Xcel Energy Inc. (avail. Jan. 28, 2004). See also El Paso Corp. (avail. Feb. 23, 2005) (proposal requesting that the company adopt a policy of hiring a new independent auditor at least every ten years excluded under Rule 14a-8(i)(7) based on the underlying subject, "the method of selecting independent auditors").

In determining whether a stockholder proposal asking that a company adopt a policy would, if implemented, cause the company to violate the law for purposes of Rule 14a-8(i)(2), the Staff examines whether implementation of the actions that are the subject of the proposed policy would violate the law, not whether adoption of the policy itself would violate the law. See, e.g., Mobil Corp. (avail. Jan. 29, 1997) (proposal as originally submitted to the company asking it to adopt a policy prohibiting executives from exercising options within six months of a significant workforce reduction excludable pursuant to the predecessor to Rule 14a-8(i)(2) because the subject matter of the policy would require the company to breach existing contractual obligations).

In determining whether a stockholder proposal asking that a company adopt a policy is vague and indefinite for purposes of exclusion under Rule 14a-8(i)(3), the Staff looks at the subject matter of the proposed policy. See, e.g., Duke Energy Corp. (avail. Feb. 8, 2002) (proposal urging the board to adopt a policy to transition to a nominating committee composed entirely of independent directors as openings occur was vague because the underlying action required creation of a nominating committee, a fact not adequately disclosed in the proposal or supporting statement).

In determining whether a stockholder proposal asking that a company adopt a policy involves a personal grievance for purposes of Rule 14a-8(i)(4), the Staff looks at the subject matter of the proposed policy. See, e.g., International Business Machines Corp. (avail. Dec. 18, 2002) (proposal urging the board to adopt a policy to honor any written commitments from company executives to investigate certain claims excluded because the subject matter of the proposed action related to a personal claim or grievance).

In determining whether a stockholder proposal requesting a company to adopt a policy is not significant to a company's business for purposes of Rule 14a-8(i)(5), the Staff looks to the subject matter of the proposed policy. See, e.g., Procter & Gamble Co. (avail. Aug. 11, 2003) (proposal requesting the company to adopt a policy forbidding human embryonic stem cell research excluded under Rule 14a-8(i)(5) where the company did not engage in the activity that was the subject of the proposed policy); International Business Machines Corp. (avail. Feb. 23, 1983) (proposal requesting the company to adopt a policy that its directors require certain actions at other companies where they serve as directors excluded under predecessor to Rule 14a-8(i)(5) because the subject matter of the policythe actions its directors were to take at other companiesdid not relate to the company's business).

When examining whether it is beyond a company's power to implement a stockholder proposal requesting that the company adopt a particular policy for purposes of Rule 14a-8(i)(6), the Staff does not look at whether the company has the power to adopt the proposed policy, but instead looks at the company's ability to implement the actions that are the subject of the proposed policy. See, e.g., Catellus Development Corp. (avail. Mar. 3, 2005) (proposal that the company adopt a policy relating to a particular piece of property was beyond the company's power to implement because the company no longer owned the property that was the subject of the proposed policy and could not control the property's transfer, use or development); General Electric Co. (avail. Jan. 14, 2005) (proposal that the company adopt a policy that an independent director serve as chairman of the board excluded under Rule 14a-8(i)(6) because the company could not ensure that the subject of the proposed policy would be satisfiedi.e., that the chairman retain his or her independence at all timesand no mechanism was provided to cure a failure); Ford Motor Co. (avail. Feb. 27, 2005) (same).

In determining whether a stockholder proposal conflicts with a company proposal for purposes of Rule 14a-8(i)(9), the Staff does not look at whether the proposals would result in conflicting policies, but instead looks at the subject matter of the proposals, even if one of the proposals is to be implemented through a process that does not involve adoption of a policy. See, e.g., Baxter International Inc. (avail. Jan. 6, 2003) (proposal urging the board to adopt a policy prohibiting future stock option grants to executive officers excludable because the underlying subject of the proposed action conflicts with substance of the company's proposal that stockholders approve a new executive incentive compensation plan).

In determining whether a company has, for purposes of Rule 14a-8(i)(10), substantially implemented a stockholder proposal asking the company to adopt a policy, the Staff does not look at whether the company has in fact adopted a policy, but instead looks at the substance of the underlying subject of the proposed policy compared with actions taken by the company. See, e.g., Intel Corp. (avail. Feb. 14, 2005) (proposal requesting adoption of policy of expensing stock options excluded under Rule 14a-8(i)(10) based upon FASB's adoption of mandatory expensing of stock options under SFAS 123(R)).

In determining whether one stockholder proposal substantially duplicates or conflicts with another proposal for purposes of Rule 14a-8(i)(11), the Staff looks at the subject matter of the proposals, even if one requests the company to adopt a policy and the other does not. See, e.g., Merck & Co. (avail. Jan. 10, 2006) (proposal requesting that the company adopt a policy that a significant portion of future stock option grants be performance-based substantially duplicated the subject of another proposal requesting the company to take the necessary steps so that no future stock options be awarded to anyone).

In determining whether a stockholder proposal is substantially the same as other proposals that have not received an adequate vote in prior years for purposes of Rule 14a-8(i)(12), the Staff looks at the subject matter of the proposals, even if one requests the company to adopt a policy and the other does not. See, e.g., Eastman Chemical Co. (avail. Mar. 27, 1998) (proposal requesting that the company adopt a policy not to manufacture cigarette filters until certain research had been completed excluded because the subject of the proposed policy was substantially the same as a prior proposal requesting that the company take the necessary steps to divest its cigarette filter operations, which earlier proposal had not received sufficient stockholder support).

Here, regardless of whether one views the Submission as asking for adoption of a policy or as asking that management propose an annual advisory vote for stockholders, the subject matter of the Submission concerns providing stockholders an advisory vote, a matter that is not a proper subject of a stockholder proposal under Rule 14a-8(a). The Proponent should not be able to avoid the application of Rule 14a-8(a) merely by asking that Qwest adopt a policy on (or submit for a vote) a matter that, if proposed directly by the stockholder, would not be a proper subject under Rule 14a-8(a). Consistent with the Commission's decision that proposals should be assessed on the basis of their substance and not their form, as stated in its prior Rule 14a-8 rulemaking discussed above, and consistent with the Staff's approach to interpreting every other aspect of Rule 14a-8 as reflected in the precedent above, the subject matter of the policy set forth under the Submission, and not the policy itself or the form of the proposal, is to be evaluated for purposes of assessing compliance with Rule 14a-8. Under those standards, the Submission does not constitute a proposal for purposes of Rule 14a-8(a) and accordingly can be excluded from Qwest's 2007 Proxy Materials.

C. A Request for Future Votes Is Not a Proper Form for a Stockholder Proposal and Fails to Satisfy the Procedural Requirements of Rule 14a-8.

In addition to the bases for exclusion discussed above, the Submission is not a proper form under Rule 14a-8 because it seeks to achieve an annual stockholder vote on a matter in future years without satisfying any of the procedural requirements of Rule 14a-8 with respect to those future years. This form of propsal is substantively different from a proposal that requests a company to take a particular action (such as implementation of a charter amendment declassifying the board) or a proposal that a company not take a particular action (such as adoption of a rights plan) without seeking a stockholder vote. In those situations, the underlying subject of the proposal is a specific corporate action and the future stockholder vote is incidental to management taking the underlying action. Here, in contrast, the underlying action sought by the Proponent is that a particular matteran advisory statement expressing the stockholders' sentimentbe placed before stockholders for an annual vote. Rule 14a-8 prescribes the procedures that a stockholder is to follow if it wishes a particular matter to be placed before stockholders at a particular meeting;¹ it is inconsistent with the structure and intent of Rule 14a-8 to allow a stockholder to circumvent these standards by proposing that management submit the stockholder's proposal to an annual vote at an indefinite number of future meetings. Instead, Rule 14a-8 requires the stockholder to submit its proposal for a possible vote at each annual meeting and to satisfy the procedural requirements of Rule 14a-8 with respect to each meeting where the stockholder's proposal is to be submitted for a vote.

If one looked only to what the Submission would accomplish in the current year, and not to its effect in subsequent years, the purposes of the procedural requirements under Rule 14a-8 could be evaded easily. For example, Rule 14a-8(b) requires a stockholder to satisfy certain ownership requirements; specifically, a proponent "must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date you submit the proposal" and "must continue to hold those securities through the date of the meeting." ² Rule 14a-8(c) limits a proponent to submitting no more than one proposal for consideration at a particular stockholders' meeting. Rule 14a-8(i)(9) and (i)(11) allow a proposal to be excluded when it conflicts with a proposal submitted by the company or duplicates a topic that is the subject of a previously submitted proposal. Allowing a stockholder to submit a proposal calling for an annual vote on a specific topic for an indefinite number of years in the future would allow proponents to circumvent these important procedural requirements. Instead, Rule 14a-8 contemplates that a proponent will submit the topic or proposal itself at each meeting at which it is to be considered, and will demonstrate compliance with the requirements of Rule 14a-8 with respect to that meeting. Because the Submission would allow the Proponent to circumvent the requirements of Rule 14a-8, and the Proponent has not sought to demonstrate that the requirements of Rule 14a-8 would be satisfied with respect to future votes sought by the Submission, the Submission is excludable under Rule 14a-8.

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if Qwest excludes the Submission from its 2007 Proxy Materials. We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. In addition, Qwest agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to Qwest only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8671 or Stephen Brilz, Qwest's Vice President, Law, at (303) 992-6244.

Sincerely,

/s/

Ronald O. Mueller

Enclosures

cc: Stephen Brilz, Qwest Communications International Inc.
Charles Jurgonis, AFSCME Employees Pension Plan

-----FOOTNOTES-----

¹ Allowing stockholders to submit a subject for vote at an indefinite number of annual meetings is inconsistent with Rule 14a-8(c), which instructs stockholders that "Each shareholder may submit no more than one proposal to a company for a particular shareholders' meeting."

² In this regard, by a letter dated November 7, 2006, pursuant to Rule 14a-8(f), Qwest notified the Proponent of its view that the Proponent would be required to satisfy the requirements of Rule 14a-8(b) with respect to each future year at which the advisory vote sought by the Submission would be voted on. See Exhibit B. Qwest properly sent this notification to the Proponent within 14 days of receiving the Submission. The Proponent did not provide information regarding whether it expects to satisfy the requirements of Rule 14a-8(b) for each future year at which the advisory vote is sought in its response dated November 13, 2006. See Exhibit B. Thus, the Submission may be excluded pursuant to Rule 14a-8(f) because the Proponent did not satisfy Rule 14a-8(b)(1) in this regard.

[INQUIRY LETTER]

October 24, 2006

VIA Overnight Mail and Telecopier (303) 896-8515
Qwest Communications International Inc.
1801 California Street
Denver, Colorado 80202

Attention: Richard Baer, Executive Vice President, General Counsel and Corporate Secretary

Dear Mr. Baer:

On behalf of the AFSCME Employees Pension Plan (the "Plan"), I write to give notice that pursuant to the 2006 proxy statement of Qwest Communications International Inc. (the "Company") and Rule 14a-8 under the Securities Exchange Act of 1934, the Plan intends to present the attached proposal (the "Proposal") at the 2007 annual meeting of shareholders (the "Annual Meeting"). The Plan is the beneficial owner of 10,038 shares of voting common stock (the "Shares") of the Company, and has held the Shares for over one year. In addition, the Plan intends to hold the Shares through the date on which the Annual Meeting is held.

The Proposal is attached. I represent that the Plan or its agent intends to appear in person or by proxy at the Annual Meeting to present the Proposal. I declare that the Plan has no "material interest" other than that believed to be shared by stockholders of the Company generally. Please direct all questions or correspondence regarding the Proposal to Charles Jurgonis at (202) 429-1007.

Sincerely,

/s/

GERALD W. McENTEE
Chairman

Enclosure

[APPENDIX]

RESOLVED, that stockholders of Qwest Communications International ("Qwest") urge the board of directors to adopt a policy that Qwest stockholders be given the opportunity at each annual meeting of stockholders to vote on an advisory resolution, to be proposed by Company's management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.

SUPPORTING STATEMENT

In our view, senior executive compensation at Qwest has not always been structured in ways that best serve stockholders' interests. For example, in 2005 Chairman and CEO Richard Notebaert received $462,498 for personal use of corporate aircraft and $437,392 for tax gross-ups. Mr. Notebaert's 2005 pay package included a $3,150,000 bonus, a restricted stock award valued at $4,150,000, and 2,000,000 stock options.

We believe that existing U.S. corporate governance arrangements, including SEC rules and stock exchange listing standards, do not provide stockholders with enough mechanisms for providing input to boards on senior executive compensation. In contrast to U.S. practices, in the United Kingdom, public companies allow stockholders to cast an advisory vote on the "directors' remuneration report," which discloses executive compensation. Such a vote isn't binding, but gives stockholders a clear voice that could help shape senior executive compensation.

Currently U.S. stock exchange listing standards require stockholder approval of equity-based compensation plans; those plans, however, set general parameters and accord the compensation committee substantial discretion in making awards and establishing performance thresholds for a particular year. Stockholders do not have any mechanism for providing ongoing feedback on the application of those general standards to individual pay packages. (See Lucian Bebchuk & Jesse Fried, Pay Without Performance 49 (2004))

Similarly, performance criteria submitted for stockholder approval to allow a company to deduct compensation in excess of $1 million are broad and do not constrain compensation committees in setting performance targets for particular senior executives. Withholding votes from compensation committee members who are standing for reelection is a blunt and insufficient instrument for registering dissatisfaction with the way in which the committee has administered compensation plans and policies in the previous year.

Accordingly, we urge Qwest's board to allow stockholders to express their opinion about senior executive compensation at Qwest by establishing an annual referendum process. The results of such a vote would, we think, provide Qwest with useful information about whether stockholders view the company's senior executive compensation, as reported each year, to be in stockholders' best interests.

We urge stockholders to vote for this proposal.

[INQUIRY LETTER]

November 30, 2006

VIA HAND DELIVERY

Brian Cartwright, General Counsel
Office of General Counsel
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Dear Mr. Cartwright:

We write to request that the SEC affirm that, when a shareholder proposal asks for a future vote on a matter in the form of a proposal to be submitted by management for a vote of shareholders, the eligibility requirements of Rule 14a-8 for shareholder proposals do not also apply to those future management-sponsored agenda items.

The AFSCME Employees Pension Plan (the "Plan") and a number of other long-term shareholders have submitted, or are planning to submit in the coming weeks, approximately 60 proposals (each, an "Advisory Vote Proposal") asking corporate boards to give shareholders the opportunity to provide input on senior executive compensation via a yearly advisory vote on a proposal to be put forward by company management. The Advisory Vote Proposals, whose "resolved" clauses are substantially similar, "urge the board of directors to adopt a policy that shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by Company's management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO." (emphasis added)

As you know, Rule 14a-8 (the "Rule") requires a proponent to prove that it satisfies the Rule's eligibility requirements to submit a shareholder proposal; specifically, it must show that it has held a minimum of $2,000 in value or 1% of a company's stock for at least one year on the date of submission. A proponent must also represent that it intends to continue to hold the shares through the date of the meeting at which shareholders will vote on the proposal submitted by the proponent.

On November 7, the Plan received a request from Qwest, to which it had submitted an Advisory Vote Proposal, to verify the Plan's eligibility not only to submit the Advisory Vote Proposal to be voted on by shareholders at Qwest's 2007 annual meeting, but also "with respect to each future meeting at which the requested stockholders' vote is to occur," or revise the Advisory Vote Proposal to request only a vote at the 2007 annual meeting. (A copy of Qwest's letter is attached hereto as Exhibit A.) The Plan responded, explaining that the request misread both the text of the Advisory Vote Proposal the Plan had submittedwhich unambiguously called for future years' advisory votes to be cast on a proposal submitted by company managementas well as the Rule, which sets eligibility requirements only for shareholder proposals.

Since the Plan received Qwest's request, we have been informed that several other proponents that submitted Advisory Vote Proposals at at least two other companies have received similar requests. Shareholder proposal submission deadlines for companies with spring annual meetings extend well into December.

Qwest's and the other companies' requests are clearly meritless. Responding to these requests, however, requires proponents to devote time and resources; considering the number of Advisory Vote Proposals to be submitted for the 2007 annual meeting season, and the likelihood that still other companies will make similar requestsone proponent was told that "outside counsel" had spurred the requestthe total burden on proponents will likely be substantial. Even more troubling is the possibility of numerous requests to the Staff of the Division of Corporation Finance for no-action determinations based on proponents' alleged failure to satisfy the Rule's eligibility requirements.

Moreover, the reasoning behind these requests extends beyond Advisory Vote Proposals. Many shareholder proposals take the form of requesting a future shareholder vote on a particular matter to be proposed by management. Some proposals imply a single future votefor example, the shareholder vote necessary to effect a charter amendment declassifying the board. Others would be triggered by the occurrence of a particular event, such as the adoption or extension of a shareholder rights plan or the repricing of stock options. That requiring proof of eligibility at the time of these future votes is not consistent with the language of the Rule or the proposals does not mean companies will not raise this argument in those other contexts.

We therefore are requesting you to issue a Staff Legal Bulletin or similar interpretive guidance clarifying for both registrants and proponents that there is no such ownership requirement as to any future shareholder meetings at which management proposals may be voted on pursuant to the shareholder's proposal. We believe that such guidance would allow the resources of proponents, companies and the Division's Staff to be deployed more efficiently this season.

If you have any questions or need additional information, please do not hesitate to contact Richard Ferlauto, Director of Pension and Benefits Policy, at (202) 429-1275.

If you have any questions or need additional information, please do not hesitate to contact Richard Ferlauto, Director of Pension and Benefits Policy, at (202) 429-1275.

Very truly yours,

/s/

Charles Jurgonis
Plan Secretary

Enclosure

cc: Chairman Christopher Cox
Commissioner Paul Atkins
Commissioner Roel Campos
Commissioner Annette Nazareth
Commissioner Kathleen Casey
John White, Director, Division of Corporation Finance

Stephen E. Brilz
VPDeputy General Counsel
Qwest
Fax # 303-296-2782

[INQUIRY LETTER]

January 22, 2007

VIA HAND DELIVERY

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, DC 20549

Re: Shareholder proposal of AFSCME Employees Pension Plan; request by Qwest Communications International for no-action determination

Dear Sir/Madam:

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, the American Federation of State, County and Municipal Employees, Employees Pension Plan (the "Plan") submitted to Qwest Communications International ("Qwest") a shareholder proposal (the "Proposal") that urges Qwest's board of directors to adopt a policy that Qwest shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The Proposal states that the proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.

In a letter to your office dated January 4, 2007, Qwest stated that it intends to omit the Proposal from its proxy materials being prepared for the 2007 annual meeting of shareholders. Qwest argues that it is entitled to exclude the Proposal because (a) it is not a "proposal" within the meaning of Rule 14a-8, (b) the Proposal circumvents the procedural requirements set forth in Rule 14a-8. As discussed more fully below, both of these arguments are meritless, and Qwest should not be permitted to exclude the Proposal.

The Proposal is a Proposal for Purposes of Rule 14a-8

Qwest urges that the Proposal does not satisfy Rule 14a-8's definition of a proposal because its purpose is to "allow stockholders to express their opinion about senior executive compensation at Qwest." This argument misconstrues the Proposal and the Commission's definition of a proposal, and should therefore be rejected.

Rule 14a-8(a), question 1, defines a proposal as "your recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company's shareholders." This definition was added in 1998 to "reflect[] [the Commission's] belief that a proposal that seeks no specific action, but merely purports to express shareholders' views, is inconsistent with the purposes of rule 14a-8 and may be excluded from companies' proxy materials." ¹ The Commission explained that this definition diverged from the then-current approach of the Staff, which had declined to permit Pacific Gas & Electric Company to omit a proposal that shareholders express disagreement with the company's position on a legislative initiative.²

Thus, it is clear that the Commission's definition was intended to exclude proposals that are themselves just expressions of shareholder sentiment. If, for example, the Proposal stated, "Resolved, shareholders believe that executive compensation at Qwest is excessive and inadequately tied to performance," it would not qualify as a proposal under the Commission's definition. It would fail because it would not ask Qwest to take any action, but would merely express a sentiment or opinion.

The Proposal, however, unambiguously asks Qwest's board to take action: to adopt a policy of submitting each year a non-binding management proposal to ratify the previous year's NEO compensation. To implement the Proposal, Qwest's board would need to craft and adopt a policy regarding the future submission of NEO compensation to a shareholder vote. In addition, each year, Qwest's board would need to submit a management proposal to shareholders. Accordingly, there is no colorable argument that the Proposal does not ask Qwest to take action as required by Rule 14a-8(a).

Qwest misrepresents the nature of the proposal in Sensar Corp.,³ which it cites in support of its position that the Staff has previously determined proposals requesting future advisory shareholder votes to be excludable non-proposals. Qwest asserts that the Sensar proposal sought "to allow a stockholder vote to express stockholder displeasure over the terms of stock options granted to management, the board of directors and certain consultants." This is not the case.

The Sensar proposal, like the PG&E proposal cited in the Commission's 1997 release, was itself only an expression of shareholder sentiment; it made no mention of future shareholder votes or a policy regarding such votes. The Sensar proposal stated in its entirety: "The shareholders wish to express displeasure over the terms of the options on 2.2 million shares of Sensar that were recently granted to management, the board of directors, and certain consultants, and the shareholders wish to express displeasure over the seemingly unclear or misleading disclosures relating to those options." The Staff concurred in Sensar's view that the submission was not a proposal because "it does not recommend or require that Sensar or its board of directors take any action."

In several pages of bulleted text, Qwest makes the point that the Staff considers the underlying subject matter of a proposal when making determinations of various sorts under Rule 14a-8. The Plan agrees. The underlying subject matter of the Proposal is clearly senior executive compensation, a subject the Staff has viewed as appropriate for shareholder proposals since 1992.⁴ Qwest's characterization of the Proposal's subject matter as being "advisory votes" exalts form over substance, as the numerous determinations cited by Qwest show the Staff declines to do.⁵

The Proposal Does Not Circumvent Rule 14a-8's Procedural Requirements

Rule 14a-8 requires a proponent to prove that it satisfies the rule's eligibility requirements to submit a shareholder proposal. Specifically, a proponent must show that it has held a minimum of $2,000 in value or 1% of a company's stock for at least one year on the date of submission. A proponent must also represent that it intends to continue to hold the shares through the date of the meeting at which shareholders will vote on the proposal submitted by the proponent. Rule 14a-8 also limits a proponent to one proposal per shareholder meeting.

Qwest maintains that the Proposal circumvents these requirements. Qwest's argument rests on a misunderstanding of what the Proposal would do: It would not provide a mechanism for a perpetual shareholder proposal. Instead, if Qwest's board chose to implement the Proposal, it would adopt a policy that each annual meeting's proxy statement would contain a management proposal allowing shareholders to vote on the previous year's NEO compensation. That the proposal would be offered by management, and would not be a shareholder proposal submitted pursuant to Rule 14a-8, could not be clearer from the text of the Proposal:

RESOLVED, that stockholders of Qwest Communications International ("Qwest") urge the board of directors to adopt a policy that Qwest stockholders be given the opportunity at each annual meeting of stockholders to vote on an advisory resolution, to be proposed by the Company's management, to ratify the compensation of the named executive officers.... (emphasis supplied)

It is beyond debate that Qwest's board has the power to submit a matter for a shareholder vote without complying with Rule 14a-8's procedural requirements. Many shareholder proposals take the form of requesting a future shareholder vote on a particular matter to be proposed by management. Some proposals imply a single future votefor example, the shareholder vote necessary to effect a charter amendment declassifying the board. Others would be triggered by the occurrence of a particular event, such as the adoption or extension of a shareholder rights plan or the repricing of stock options. There is no basis in Rule 14a-8, or in logic, for subjecting these management votesor the future advisory votes sought in the Proposalto the rule's eligibility requirements simply because the management proposal's genesis was in a shareholder proposal.

Qwest has failed to meet its burden of establishing that it is entitled to omit the Proposal. Because the Proposal asks Qwest's board to adopt a policy of allowing future advisory votes on NEO compensation, and does not simply express a shareholder sentiment, it qualifies as a "proposal" for purposes of Rule 14a-8. Further, the Proposal does not circumvent the eligibility and other procedural requirements contained in Rule 14a-8, which do not apply to proposals submitted by management for a vote of shareholders. Accordingly, Qwest's request for a determination allowing it to exclude the Proposal should be denied.

* * * *

If you have any questions or need additional information, please do not hesitate to call me at (202) 429-1007. The Plan appreciates the opportunity to be of assistance to the Division in this matter.

Very truly yours,

/s/

Charles Jurgonis
Plan Secretary

cc: Ronald O. Mueller
Gibson, Dunn & Crutcher LLP
Fax # (202) 530-9569

-----FOOTNOTES-----

¹ Exchange Act Release No. 39093 (Sept. 18, 1997).

² Id. (citing Pacific Gas & Electric Company (publicly available Jan. 21, 1997).

³ Sensar Corp. (publicly available Apr. 23, 2001).

⁴ See Eastman Kodak Company (publicly available Feb. 13, 1992) ("[I]t is the Division's view that proposals relating to senior executive compensation no longer can be considered matters relating to a registrant's ordinary business.").

⁵ Even assuming, arguendo, that the subject matter of the Proposal were advisory votes, it is not clear whyand Qwest has offered no explanation apart from its inapposite citation of the Sensar determinationadvisory votes are an off-limits subject matter for a proposal. There is nothing inherently wrong with an advisory, as opposed to binding, shareholder vote. Indeed, the vast majority of shareholder proposals submitted each year pursuant to Rule 14a-8 are themselves advisory in nature.

[STAFF REPLY LETTER]

February 12, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Qwest Communications International Inc. Incoming letter dated January 4, 2007

The proposal urges the board to adopt a policy that shareholders be given the opportunity at each annual meeting to vote on an advisory management resolution to ratify the compensation of the named executive officers set forth in the Summary Compensation Table of the company's proxy statement.

We are unable to concur in your view that Qwest may exclude the proposal under rule 14a-8(a). Accordingly, we do not believe that Qwest may omit the proposal from its proxy materials in reliance on rule 14a-8(a).

Sincerely,

/s/

Gregory Belliston
Attorney-Adviser