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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Proxy Statement Pursuant to Section 14(A)            179    847K 

Document Table of Contents

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SCHEDULE 14A INFORMATION

 Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant    [X]                                                  

Filed by a Party other than the Registrant  [   ]                               

Check the appropriate box:                                                      

[X]      Preliminary Proxy Statement                                            

[ ]      Confidential, for Use of the Commission Only (as permitted by Rule     
14a-6(e)(2))                                                  

[ ]      Definitive Proxy Statement                                             

[ ]      Definitive Additional Materials                                        

[ ]      Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12          

U S WEST, INC.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):                              

[X]     No fee required.                                                        

[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other  underlying  value of  transaction  
      computed  pursuant  to  Exchange  Act Rule 0-11 (Set forth the
      amount on which the filing fee is calculated  and state how it
was determined):                                        
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:            
--------------------------------------------------------------------------------
(5) Total fee paid:                                             
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[ ]     Fee paid previously with preliminary materials.                         

[ ]     Check box if any part of the fee is offset as  provided  by  Exchange   
       Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
       fee was paid  previously.  Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:                                     
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(2) Form, Schedule of Registration Statement No.:               
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(3) Filing Party:                                               
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(4) Date Filed:    August 16, 1999                              
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[Qwest Logo]                                                     [U S WEST Logo]

MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT  

The Boards of Directors of Qwest Communications International Inc. and U S WEST,
Inc. have approved a merger agreement which provides for the strategic merger of
the two  companies.  We  believe  the  combined  company  will be able to create
substantially  more  shareholder  value than could be achieved by the  companies
individually.                                                                   

Our combined company will be named Qwest  Communications  International Inc. and
will have its headquarters in Denver, Colorado.                                 

Upon  completion  of the merger,  holders of U S WEST common stock will receive,
for each U S WEST  share they own,  subject  to the  collar and the cash  option
described in this joint proxy statement/prospectus, shares of Qwest common stock
having a value of $69 per share.  Qwest  shareholders will continue to own their
existing shares after the merger.                                               

Qwest will issue approximately  [____] billion shares of Qwest common stock to U
S WEST  shareholders  in the  merger,  based on  outstanding  U S WEST shares on
[______],  1999 and assuming an exchange ratio of _____,  which corresponds to a
Qwest stock price of $______. These shares will represent approximately [__]% of
the outstanding shares of Qwest common stock after the merger. Qwest shares held
by Qwest shareholders before the merger will represent  approximately  [___]% of
the outstanding Qwest shares after the merger.                                  

We are asking shareholders of Qwest and U S WEST to approve the merger agreement
and the merger. We cannot complete the merger unless the                        
shareholders of both companies approve it.                                      

The dates, times and places of the meetings are:                                

For Qwest shareholders:                                                         

_________, _______, 1999                                    

------------------------                                    

------------------------                                    

------------------------                                    

------------------------                                    

------------------------                                    

For U S WEST shareholders:                                                      

__________, _______, 1999                                   

-------------------------                                   

-------------------------                                   

-------------------------                                   

-------------------------                                   

-------------------------                                   

                                                                [Download Table]

                                                                             
Joseph P. Nacchio                            Solomon D. Trujillo             
Chairman and Chief Executive Officer         Chairman of the Board, President
Qwest Communications International Inc.      and Chief Executive Officer,    
                                            U S WEST, Inc.                   

--------------------------------------------------------------------------------
Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
regulators  have  approved  the Qwest stock to be issued  under this joint proxy
statement/prospectus  or determined if this joint proxy  statement/prospectus is
accurate or adequate.  Any representation to the contrary is a criminal offense.
---------------------------------------------------------------- ---------------

        Joint proxy  statement/prospectus dated [_______], 1999 and first mailed
to shareholders on [_______], 1999.                                             

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                               TABLE OF CONTENTS                                

                                                                                

                                                                          Page  
                                                                          ----  
CHAPTER ONE - THE MERGER                                                        

QUESTIONS AND ANSWERS ABOUT THE                                                 

MERGER.......................................................................I-1

SUMMARY......................................................................I-2
   The Companies.............................................................I-2
   Merger Recommendations to Shareholders....................................I-2
   The Merger................................................................I-2

THE MERGER...................................................................I-8

General......................................................................I-8
   Risk Factors..............................................................I-8
   Background of the Merger.................................................I-10
   Our Reasons for the Merger; Recommendations of                               
      Our Boards of Directors...............................................I-16
   Material Federal Income Tax Consequences of the                              
      Merger................................................................I-21
   Regulatory Matters Relating to the Merger................................I-22
   Appraisal Rights.........................................................I-23
   Federal Securities Laws Consequences; Stock                                  
      Transfer Restriction Agreements.......................................I-24
   Accounting Treatment.....................................................I-24
   Legal Proceedings........................................................I-25

INTERESTS OF OFFICERS AND DIRECTORS IN                                          
   THE MERGER...............................................................I-26
   Qwest Board; Management..................................................I-26
   Indemnification; Directors' and Officers'                                    
      Insurance.............................................................I-26
   Qwest's Stock Options....................................................I-26
   U S WEST's Stock and Stock Option Plans..................................I-27
   U S WEST Long-Term Incentive Plan........................................I-28
   U S WEST Executive Short-Term Incentive Plan.............................I-28
   Retention Bonuses........................................................I-29

THE MERGER AGREEMENT........................................................I-30
   Structure of the Merger..................................................I-30
   Timing of Closing........................................................I-30
   Merger Consideration.....................................................I-30
   Treatment of U S WEST Stock Options......................................I-33
   Exchange of Shares.......................................................I-33
   Qwest Board and Board Committees.........................................I-33
   Certain Covenants........................................................I-34
   Representations and Warranties...........................................I-35
   Conditions to the Completion of the Merger...............................I-36
   Termination of the Merger Agreement......................................I-36
   Other Expenses...........................................................I-39
   Amendments and Waivers...................................................I-39

VOTING AGREEMENT............................................................I-40
   Agreement to Vote........................................................I-40
   Restrictions on Transfer.................................................I-40
   Termination..............................................................I-40

THE GLOBAL AGREEMENTS.......................................................I-41
   The Qwest-Global Agreement...............................................I-41
   The U S WEST-Global Termination Agreement................................I-41
   The Amendment to the U S WEST-Global Tender                                  
      Offer and Purchase Agreement..........................................I-41
   The Qwest-Global Capacity Purchase Agreement.............................I-41

OPINIONS OF FINANCIAL ADVISORS..............................................I-42
   Opinion of Financial Advisor to Qwest....................................I-42
   Opinions of Financial Advisors to U S WEST...............................I-47

CHAPTER TWO - FINANCIAL INFORMATION                                             

COMPARATIVE PER SHARE MARKET PRICE                                              
   AND DIVIDEND INFORMATION.................................................II-1

SELECTED FINANCIAL DATA.....................................................II-2

COMPARATIVE PER SHARE DATA..................................................II-7

UNAUDITED PRO FORMA CONDENSED COMBINED                                          
   FINANCIAL INFORMATION....................................................II-8

PROJECTIONS AND SYNERGIES..................................................II-16

CHAPTER THREE - INFORMATION ABOUT THE                                           
MEETINGS AND VOTING                                                             

   Matters Relating to the Meetings........................................III-1
   Vote Necessary to Approve Qwest and U S WEST                                 
      Proposals............................................................III-3
      Proxies..............................................................III-3
      Other Business; Adjournments.........................................III-5

CHAPTER FOUR - CERTAIN LEGAL                                                    
INFORMATION                                                                     

COMPARISON OF U S WEST-QWEST                                                    
   SHAREHOLDER RIGHTS.......................................................IV-1
   Summary of Material Differences Between Current                              
      Rights of U S WEST and Qwest Shareholders                                 
      and Rights Those Shareholders Will Have as                                
      Qwest Shareholders Following the Merger...............................IV-1


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DESCRIPTION OF QWEST CAPITAL STOCK..........................................IV-4
   Authorized Capital Stock.................................................IV-4
   Qwest Common Stock.......................................................IV-4
   Qwest Preferred Stock....................................................IV-4
   Transfer Agent and Registrar.............................................IV-5
   Stock Exchange Listing; Delisting and                                        
      Deregistration of U S WEST Common Stock...............................IV-5

INFORMATION REGARDING FORWARD-                                                  
   LOOKING STATEMENTS.......................................................IV-5

LEGAL MATTERS...............................................................IV-7

EXPERTS.....................................................................IV-7

CHAPTER FIVE - ADDITIONAL INFORMATION                                           
FOR SHAREHOLDERS                                                                

FUTURE SHAREHOLDER PROPOSALS.................................................V-1

   Qwest.....................................................................V-1
   U S WEST..................................................................V-1

WHERE YOU CAN FIND MORE INFORMATION..........................................V-1

ANNEXES                                                                         
Annex A  Agreement and Plan of Merger                                           
Annex B  Voting Agreement                                                       
Annex C  Opinion of Donaldson, Lufkin & Jenrette                                
Securities Corporation                                        
Annex D  Opinion of Merrill Lynch, Pierce, Fenner &                             
Smith, Inc.                                                   
Annex E  Opinion of Lehman Brothers Inc.                                        
Annex F  Section 262 of the Delaware General                                    
Corporation Law                                               

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 CHAPTER ONE
THE MERGER

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: When and where are the shareholder meetings?                                 

A: The shareholder meeting of Qwest Communications  International Inc. ("Qwest")
will take place on [__________],  1999 in _________,  ________.  The shareholder
meeting of U S WEST, Inc. ("U S WEST") will take place on [__________],  1999 in
_________,  _________.  The address of each  meeting is  specified  on the cover
page.                                                                           

Q: What do I need to do now?                                                    

A: Just mail your signed proxy card in the enclosed  return  envelope or vote by
telephone  or the  Internet,  as soon as  possible,  so that your  shares may be
represented at your meeting. In order to assure that we obtain your vote, please
give your proxy as instructed  on your proxy card even if you currently  plan to
attend your meeting in person.                                                  

Q: What should I do if I want to change my vote?                                

A: Just send in a later-dated,  signed proxy card to your company's Secretary or
vote again by telephone or the internet before your meeting.  Or, you can attend
your  meeting in person and vote.  You may also  revoke  your proxy by sending a
notice of revocation to your company's  Secretary at the address under "Summary-
The Companies" on page I-2.                                                     

Q: If my shares are held in "street name" by my broker, will my                 
broker vote my                                                                  
shares for me?                                                                  

A: If you do not  provide  your  broker  with  instructions  on how to vote your
"street  name"  shares,  your broker will not be  permitted  to vote them on the
merger. You should therefore be sure to provide your broker with instructions on
how to vote your shares. Please check the voting form used by your broker to see
if it offers telephone or internet voting.                                      

If you do not give voting  instructions to your broker,  you will, in effect, be
voting against the merger unless you appear in person at your shareholder       
meeting and vote in favor of the merger.                                        

Q: What happened to the U S WEST merger with Global Crossing                    
Ltd. ("Global")?                                                                

A: U S WEST  terminated  the Global-U S WEST merger  agreement in order to enter
into the merger  agreement with Qwest. In connection with the  termination,  U S
WEST paid  Global $140  million in cash and  2,231,076  shares of Global  common
stock,  Qwest loaned $140 million in cash to U S WEST and Qwest  entered into an
agreement to buy $140 million in services from Global.                          

Q: Should I send in my stock certificates now?                                  

A: No. If the merger is completed,  we will send U S WEST  shareholders  written
instructions for exchanging their share  certificates.  Qwest  shareholders will
keep their existing certificates.                                               

Q: Will I continue to receive dividends on my U S WEST shares until the merger? 

A: We do not expect any  changes in the current  dividend  policies of either of
the  companies  before the merger.  However,  subject to the terms of the merger
agreement, either company may change its dividend policy before the merger.     

Q: What happens to my future dividends?                                         

A: After the  closing of the  merger,  Qwest will  initially  pay a dividend  of
$0.0125 per quarter.  The payment of  dividends  by the combined  company in the
future,  however,  will depend on business  conditions,  the combined  company's
financial condition and earnings, and other factors.                            

Q: When do you expect the merger to be completed?                               

A: We are working towards  completing the merger as quickly as  practicable.  In
addition to shareholder approvals,  we must also obtain regulatory approvals. We
hope to complete the merger by mid-2000.                                        

Q: Who do I call if I have questions about the meetings or the merger?          

A: Qwest  shareholders may call  1-800-[___]-[____].  U S WEST  shareholders may
call 1-800-[___]-[____].                                                        

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Chapter One - The Merger                                                        

SUMMARY 

This   Summary   highlights   selected   information   from  this  joint   proxy
statement/prospectus  and  may  not  contain  all of  the  information  that  is
important  to you.  To  understand  the  merger  fully  and for a more  complete
description of the legal terms of the merger,  you should read this document and
the documents we have  referred you to  carefully.  See "Where You Can Find More
Information" on page V-1.                                                       

The Companies                                                                   

Qwest Communications International Inc.                                         
700 Qwest Tower                                                                 
555 Seventeenth Street                                                          
Denver, Colorado 80202                                                          
(303) 992-1400                                                                  

Qwest is a worldwide broadband Internet  communications  company whose principal
business is providing  leading-edge  communications to businesses and consumers.
Qwest has  operations  throughout  North  America,  Europe and  Mexico,  and has
developed one of the most technologically advanced, secure and reliable networks
capable of carrying data, image and voice communications.                       

U S WEST, Inc.                                                                  
1801 California Street                                                          
Denver, Colorado 80202                                                          
(303) 672-2700                                                                  

U S WEST's  principal  business  is  telecommunications  and  related  services,
including local exchange  telephone  services,  exchange access  services,  long
distance within Local Access and Transport  Areas,  high speed data and Internet
services, wireless communications and directory services.                       

Merger Recommendations to Shareholders                                          

To Qwest Shareholders:                                                          

If you  are a  Qwest  shareholder,  the  Qwest  Board  believes  the  merger  is
advisable,  fair to you and in your best interest and  recommends  that you vote
FOR the approval of the merger agreement and the merger,  including the issuance
of shares of Qwest common stock in the merger and the Qwest  charter  amendments
contemplated by the merger agreement.                                           

To U S WEST Shareholders:                                                       

If you are a U S WEST  shareholder,  the U S WEST Board  believes  the merger is
advisable,  fair to you and in your best interest and  recommends  that you vote
FOR the approval of the merger agreement and the merger.                        

The Merger                                                                      

The  merger   agreement   is   attached   as  Annex  A  to  this   joint   proxy
statement/prospectus. We encourage you to read the merger agreement as it is the
legal document that governs the merger.                                         

What U S WEST Shareholders Will Receive (see page I-30)                         

As a result of the merger, U S WEST shareholders will receive, for each share of
U S WEST common stock,  subject to the collar and cash option  described  below,
shares  of  Qwest  common  stock  having  a  value  of  $69.  The  value  of the
consideration  will be $69 so long as the Average  Price (as  defined  below) is
between $28.26 and $39.90.                                                      

If the Average Price is above $39.90, U S WEST  shareholders  will receive,  for
each of their shares of U S WEST common  stock,  1.72932  shares of Qwest common
stock. In these circumstances, the Qwest shares received for each U S WEST share
would have a value of more than $69.                                            

If the  Average  Price is below  $28.26,  U S WEST  shareholders  will  receive,
subject to the cash option described below, for each of their shares of U S WEST
common stock, 2.44161 shares of Qwest common stock. In these circumstances,  the
Qwest  shares  received  for each U S WEST share would have a value of less than
$69.                                                                            

If the Average Price is less than $38.70,  Qwest and U S WEST may elect to pay a
portion of the merger consideration in cash.                                    

If the Average Price is less than $22 or the closing price of Qwest common stock
is less than $22 for 20  consecutive  trading days before the  completion of the
merger, U S WEST may terminate the merger agreement.                            

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                                                        Chapter One - The Merger

"Average Price" means the average of the volume weighted averages of the trading
prices of Qwest  common stock on the Nasdaq  National  Market for the 15 trading
days  randomly  selected  by lot by  Qwest  and U S WEST  together  from  the 30
consecutive  trading days ending on the third trading day immediately before the
date on which all of the  conditions  to the  closing  of the  merger  have been
satisfied or waived.                                                            

You may call  xxx-xxx-xxxx  anytime after  _______,  __________,  1999 until the
merger closes to hear a tape recorded message stating what the exchange ratio in
the merger would be if the Average  Price were equal to the most recent  closing
price of Qwest common stock.                                                    

Qwest will not issue any fractional  shares in the merger. U S WEST shareholders
will  receive  a check  in the  amount  of the  proceeds  from the sale of their
fractional  shares in the market unless Qwest elects instead to pay the U S WEST
shareholders  a price equal to the average of the closing prices of Qwest common
stock  on the  Nasdaq  National  Market  for the ten  consecutive  trading  days
immediately following the closing of the merger.                                

Conditions to the Completion of the Merger (see page I-36)                      

The  completion  of the  merger  depends  upon  meeting a number of  conditions,
including the following:                                                        

o    approval by the Qwest and U S WEST shareholders;                 

     o    expiration   or   termination   of  the  waiting   period   under  the
          Hart-Scott-Rodino  Act and  receipt of  necessary  approvals  from the
          Federal  Communications  Commission and certain state public utilities
commissions;                                                

o    absence of any law or court order prohibiting the merger;        

     o    receipt of  opinions  of counsel to Qwest and U S WEST that the merger
will qualify as a tax-free reorganization;                  

     o    receipt by U S WEST of the opinion of its counsel that the merger will
          not affect the  tax-free  qualification  of the prior spin- off of U S
WEST and delivery of a copy of that opinion to Qwest;       

     o    material accuracy as of closing of the  representations and warranties
made by the other party; and                                

     o    absence of an imposition by any regulatory authority of any condition,
          requirement or restriction that would reasonably be expected to have a
          material adverse effect on the combined  company after the merger,  or
          would  result in a reduction  in  aggregate  revenues of Qwest and U S
          WEST on a pro forma,  combined basis or require a capital  investment,
in each case in excess of certain amounts.                  

Termination of the Merger Agreement (see page I-36)                             

Either  Qwest or U S WEST  can  terminate  the  merger  agreement  if any of the
following occurs:                                                               

     o    we do not complete the merger by July 30, 2000; however, the date will
          be  extended  to  December  31, 2000 if we have not closed by July 30,
          2000  because  the  regulatory  conditions  specified  in  the  merger
agreement have not been satisfied by that date; or          

    o    Qwest or U S WEST shareholders do not give the required approvals; or

o    a law or court order permanently prohibits the merger; or        

     o    the other party breaches the merger agreement in a manner that renders
          a condition to the merger  incapable of being  satisfied prior to July
30, 2000; or                                                

     o    before its  shareholder  vote,  the other  party's  board of directors
          modifies its  recommendation  of the merger and merger  agreement in a
manner adverse to the party seeking to terminate.           

In addition, U S WEST may terminate the merger agreement if the Average Price is
less than $22 or the closing  price of Qwest  common  stock is less than $22 for
any 20 consecutive trading days before the completion of the                    
merger.                                                                         

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Chapter One - The Merger                                                        

Neither Qwest nor U S WEST can  terminate  the merger  agreement as described in
the first  bullet  point  above if the merger  has not  closed  because it is in
material breach of the merger agreement.                                        

Finally,  Qwest  and U S  WEST  can  mutually  agree  to  terminate  the  merger
agreement.                                                                      

Although  the  Qwest  and  U S  WEST  Boards  are  entitled  to  withdraw  their
recommendations  of the merger in response to a superior  acquisition  proposal,
neither  Qwest nor U S WEST is permitted to  terminate  the merger  agreement to
accept a superior acquisition proposal made by a third party. Accordingly, it is
expected  that the Qwest and U S WEST meetings will be held even if Qwest or U S
WEST receives a superior acquisition proposal from a third party.               

Termination Fees (see pages I-37)                                               

U S WEST must pay Qwest a termination fee of $850 million in cash if:           

     o    the merger agreement is terminated by Qwest because the U S WEST Board
          modifies its  recommendation  of the merger and merger  agreement in a
manner adverse to Qwest; or                                 

     o    the merger  agreement could have been terminated by Qwest as described
          in  the  immediately  preceding  bullet  point  but  was  not  and  is
          subsequently  terminated as a result of the failure to obtain U S WEST
shareholder approval; or                                    

o    the merger agreement is terminated in circumstances where:       

o    U S WEST's shareholders do not vote in favor of the merger;      

     o    a third  party  has made a  proposal  for an  alternative  transaction
  involving U S WEST prior to the U S WEST shareholder vote; and

     o    within twelve months of the  termination  of the merger  agreement U S
          WEST enters into an agreement for an alternative  transaction with any
third party; or                                             

     o    the merger  agreement is terminated by Qwest as a result of U S WEST's
          material  breach of its  non-solicitation  obligations  in the  merger
agreement.                                                  

Qwest must pay U S WEST a termination fee of $850 million in cash if:           

     o    the merger agreement is terminated by U S WEST because the Qwest Board
          modifies its  recommendation  of the merger and merger  agreement in a
manner adverse to U S WEST; or                              

     o    the  merger  agreement  could  have  been  terminated  by U S WEST  as
          described in the immediately preceding bullet point but was not and is
          subsequently  terminated  as a result of the  failure to obtain  Qwest
shareholder approval; or                                    

o    the merger agreement is terminated in circumstances where:       

o    Qwest's shareholders do not vote in favor of the merger;         

     o    a third  party  has made a  proposal  for an  alternative  transaction
involving Qwest prior to the Qwest shareholder vote; and    

     o    within twelve months of the termination of the merger  agreement Qwest
          enters into an agreement for an alternative transaction with any third
party; or                                                   

     o    the merger  agreement is terminated by U S WEST as a result of Qwest's
          material  breach of its  non-solicitation  obligations  in the  merger
agreement.                                                  

Payments to Global (see page I-38)                                              

Immediately  before the  signing of the  merger  agreement,  U S WEST and Global
agreed to terminate their merger  agreement.  In connection with the termination
of the  Global-U S WEST merger  agreement,  U S WEST paid Global $140 million in
cash and 2,231,076  shares of Global common stock,  Qwest loaned $140 million in
cash to U S WEST and Qwest  entered  into an  agreement  to buy $140  million in
services from Global. If the merger agreement is terminated, Qwest will not     

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                                                        Chapter One - The Merger

receive  repayment  from U S WEST of its $140  million  loan  and  will  have to
deliver to U S WEST the same number of shares of Global  common stock  delivered
to Global by U S WEST (or pay their market value in cash at that time). However,
if the  termination  of the merger  agreement is the result of U S WEST changing
its  recommendation  of the  merger,  U S WEST  will be  obligated  to repay $70
million  (plus  interest  at LIBOR  plus  .15%) to Qwest and will  receive  only
1,115,538  shares of Global  common stock (or their market value in cash at that
time)  from  Qwest.  No other  payments  have been made in  connection  with the
termination of the Global-U S WEST merger agreement.                            

Qwest Board and Board Committees After the Merger (see page I-33)               

Following the merger, the Qwest Board will have fourteen members,  seven of whom
will be  designated  by Qwest and seven of whom will be  designated by U S WEST.
The Qwest Board committees will consist of an equal number of Qwest and U S WEST
Board designees.  The Qwest by-law provisions that implement these  requirements
will survive for three years after the  completion of the merger and during that
period may not be changed except with the approval of 75% of the Qwest Board.   

Office of the Chairman (see page I-34)                                          

Following  the  merger,  Philip F.  Anschutz,  Joseph P.  Nacchio and Solomon D.
Trujillo together will constitute the Office of the Chairman.  The Office of the
Chairman will be responsible for all decisions relating to material acquisitions
and dispositions, the allocation of capital resources, the termination of any of
the eight most senior executive officers of Qwest other than Mr. Nacchio and Mr.
Trujillo,  and general  corporate  strategy.  Any  decision by the Office of the
Chairman  will  require a majority  vote,  except that any of Messrs.  Anschutz,
Nacchio and Trujillo  will have the right to bring any decision of the Office of
the Chairman to the Qwest  Board.  The Qwest by-law  provisions  that  implement
these  requirements  will  survive for three years after the  completion  of the
merger and during that period may not be changed except with the approval of 75%
of the Qwest Board.                                                             

Executive Officers (see page I-34)                                              

Upon the closing of the merger, Mr. Anschutz will be the Non-Executive  Chairman
of Qwest, Mr. Nacchio will be Chairman and Chief Executive  Officer of Qwest and
Mr.  Trujillo will be Chairman of Qwest and President of the broadband local and
wireless  division of Qwest.  For a period of one year  following the closing of
the merger,  the twenty most senior  policy-making  executive  officers of Qwest
will be  substantially  equally  represented  by officers of Qwest and U S WEST.
Each of these twenty  executive  officers of Qwest and U S WEST will be mutually
agreed upon by Qwest and U S WEST before the closing of the merger.             

Regulatory Approvals (see page I-22)                                            

Completion of the merger will not occur until after we have  received  specified
regulatory  approvals  required  for  the  transactions.  The  Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, provides that specified required
materials  and  information  must be  given  to and  reviewed  by the  Antitrust
Division of the Justice Department or the Federal Trade Commission. In addition,
the  Federal   Communications   Commission  and  certain  state  public  utility
commissions  will,  and  other  state  public  utility   commissions  may,  have
jurisdiction to approve the merger.                                             

Interests of Officers and Directors in the Merger (see page I-26)               

When you  consider  our  Boards'  recommendations  that you vote in favor of the
merger,  you should be aware that a number of our  officers and  directors  have
interests in the merger that are different from, or in addition to, yours.      

Material Federal Income Tax Consequences of the Merger (see page I-21)          

A U S WEST  shareholder's  receipt of Qwest common stock in the merger generally
will be tax-free for United States federal  income tax purposes,  except for tax
resulting  from the receipt of cash  instead of any  fractional  shares of Qwest
common stock.                                                                   

If Qwest and U S WEST  elect to pay a portion  of the  merger  consideration  in
cash, a U S WEST  shareholder  will be taxed on the cash received as a result of
that  election to the extent of the gain on that  shareholder's  U S WEST common
stock.                                                                          

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Voting Agreement (see page I-40)                                                

Qwest's principal shareholder, Mr. Anschutz, has agreed to vote his Qwest common
stock in favor of the approval and adoption of the merger  agreement  and merger
and against any  competing  acquisition  proposal  involving  Qwest or any other
action  that could  reasonably  be expected to impede the closing of the merger.
Under the terms of the  voting  agreement  with U S WEST,  at least 250  million
shares of Qwest common stock, representing approximately 33% of the Qwest common
stock outstanding as of the date of this joint proxy statement/prospectus,  must
remain subject to the voting agreement. The terms of the voting agreement remain
in effect even if the Qwest Board withdraws its  recommendation to vote in favor
of the merger  (unless U S WEST  decides to  terminate  the merger  agreement in
response to the change in the Qwest Board recommendation).                      

Comparative Per Share Market Price Information                                  

Qwest common stock is quoted on the Nasdaq  National  Market and U S WEST common
stock is listed on the New York Stock  Exchange.  On May 14, 1999, the last full
trading  day  before the  announcement  of the  signing of the  Global- U S WEST
merger agreement,  U S WEST common stock closed at $62.25. On June 11, 1999, the
last full trading day before Qwest publicly announced its initial proposal for U
S WEST, Qwest common stock closed at $44.875 and U S WEST common stock closed at
$54.875.  On July 16, 1999, the last full trading day before the announcement of
the signing of the merger agreement, Qwest common stock closed at $35.00 and U S
WEST common stock closed at $60.25.  On July __, 1999, the last full trading day
before the mailing of this joint proxy statement/prospectus,  Qwest common stock
closed at $_____ and U S WEST common stock closed at $-----.                    

Listing of Qwest Common Stock                                                   

The shares of Qwest  common  stock to be issued in the merger  will be quoted on
the Nasdaq National Market under the ticker symbol "QWST."                      

Ownership of Qwest After the Merger                                             

Qwest will issue approximately [______] shares of Qwest common stock to U S WEST
shareholders in the merger. The shares of Qwest common stock to be issued to U S
WEST  shareholders  in the merger  will  represent  approximately  [___]% of the
outstanding  Qwest common stock after the merger.  This  information is based on
the number of Qwest and U S WEST shares  outstanding on ________,  1999, assumes
an exchange  ratio of ____ (which  corresponds to an Average Price of $________)
and does not take into account  stock  options or other  equity-based  awards or
other transactions involving the issuance of stock, including acquisitions.     

Shareholder Votes Required to Approve the Merger                                

For Qwest shareholders: Approval of the merger, including the issuance of shares
of  Qwest  common  stock  in  the  merger  and  the  Qwest  charter   amendments
contemplated by the merger agreement,  requires the affirmative vote of at least
a majority of the outstanding shares of Qwest common stock.                     

For U S WEST shareholders:  Approval of the merger requires the affirmative vote
of at least a majority of the outstanding shares of U S WEST common stock.      

Opinions of Financial Advisors (see page I-42)                                  

In  connection  with the  merger,  the  Qwest  Board  received  the  opinion  of
Donaldson, Lufkin & Jenrette Securities Corporation,  Qwest's financial advisor,
and the U S WEST Board received the opinions of Merrill Lynch, Pierce,  Fenner &
Smith,  Inc. and Lehman  Brothers  Inc., U S WEST's  financial  advisors.  Qwest
received a written  opinion from DLJ as to the fairness,  from a financial point
of view, to Qwest  shareholders of the  consideration to be paid by Qwest in the
merger  as of July 18,  1999,  and U S WEST  received  an  opinion  from each of
Merrill Lynch and Lehman  Brothers that, as of June 18, 1999, the  consideration
to be received by the U S WEST  shareholders in the merger was fair to them from
a financial point of view. These opinions,  which are attached as Annex C, Annex
D and Annex E, set forth assumptions made, matters considered and limitations on
the review undertaken in connection with the opinions.  We encourage you to read
these opinions in their  entirety.  These opinions are directed to the boards of
directors  of  the  respective   companies  and  are  not   recommendations   to
shareholders  with  respect to any matter  relating to the merger.  The opinions
speak only as of their respective dates and the                                 

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financial  advisors  to Qwest and U S WEST are under no  obligation  to  confirm
their  opinions as of a later date.  Further,  the Qwest and U S WEST Boards may
not necessarily  request that their financial advisors confirm these opinions as
of a later date.                                                                

Appraisal Rights (see page I-23)                                                

The holders of Qwest  common  stock do not have any right to an appraisal of the
value of their  shares in  connection  with the merger.  The holders of U S WEST
common stock have appraisal rights for their shares only if they receive cash as
consideration in the merger.                                                    

Accounting Treatment (see page I-24)                                            

The merger will be accounted for using the purchase  method of  accounting.  U S
WEST will be deemed the acquiror for accounting purposes.                       

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THE MERGER  

General                                                                         

     The Qwest Board is using this joint proxy  statement/prospectus  to solicit
proxies from the holders of Qwest common stock for use at the Qwest meeting. The
U S WEST Board is also using this  document to solicit  proxies from the holders
of U S WEST common stock for use at the U S WEST meeting.                       

Qwest Proposal                                                        

     At the Qwest  meeting,  holders of Qwest common stock will be asked to vote
upon  approval and adoption of the merger  agreement  and the merger,  including
approval  of the  issuance  of Qwest  common  stock in the  merger and the Qwest
charter amendments  contemplated by the merger agreement.  We sometimes refer to
this proposal as the "Qwest proposal."                                          

U S WEST Proposal                                                     

     At the U S WEST meeting,  holders of U S WEST common stock will be asked to
vote upon  approval  and  adoption of the merger  agreement  and the merger.  We
sometimes refer to this proposal as the "U S WEST proposal."                    

Risk Factors                                                                    

     In addition to the risks  relating to the  businesses of Qwest and U S WEST
which are  incorporated  by reference  in this joint proxy  statement/prospectus
from our other Securities and Exchange Commission filings,  you should carefully
consider  the  following  risk  factors  relating  to the merger in  determining
whether  to vote in favor of the  approval  and  adoption  of the merger and the
merger agreement.  You should also consider the risk factors that will generally
have an  impact  on the  combined  company's  financial  condition,  results  of
operations  and  business  after the merger,  including  those  described  under
"Information Regarding Forward-looking Statements."                             

     Difficulties in Combining Operations and Realizing Synergies. Qwest and U S
WEST have entered into the merger agreement with the expectation that the merger
will result in certain benefits including operating efficiencies,  cost savings,
synergies and other  benefits.  Achieving the benefits of the merger will depend
in part  upon the  integration  of the  businesses  of Qwest  and U S WEST in an
efficient  manner,  which  we  believe  will  require  considerable  effort.  In
addition,  the  consolidation of operations will require  substantial  attention
from  management.  The  diversion of management  attention and any  difficulties
encountered  in the  transition  and  integration  process could have a material
adverse effect on the revenues,  levels of expenses and operating results of the
combined company. No assurance can be given that Qwest and U S WEST will succeed
in  integrating  their  operations  in a timely  manner or without  encountering
significant  difficulties  or that the  expected  operating  efficiencies,  cost
savings, synergies and other benefits from such integration will be realized.   

     Uncertain  Value of Qwest  Common  Stock to be received  in the Merger.  No
assurances can be given to the U S WEST  shareholders of the value of the shares
of Qwest  common  stock to be  issued  in the  merger.  The  calculation  of the
exchange  ratio is designed so that U S WEST  shareholders  receive Qwest common
stock having a value of $69 for each share of U S WEST common stock converted in
the merger.  If,  however,  the Average  Price of Qwest  common stock for the 15
randomly selected trading days during the 30-day pricing period prior to closing
is less than  $28.26,  U S WEST  shareholders  will  receive  Qwest common stock
having  a value  of less  than  $69 for  each  share  of U S WEST  common  stock
converted  in the merger.  If the Average  Price is less than $22 or the closing
price of Qwest  common  stock is less than $22 for 20  consecutive  trading days
between the signing of the merger agreement and the closing of the merger, the U
S WEST Board is entitled to terminate the merger agreement. Because the U S WEST
meeting  will occur  before the date on which the Average  Price of Qwest common
stock is  determined,  U S WEST  shareholders  will  not have the  power to vote
against the merger if the average price is less than $28.26.                    

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     In addition,  even if the average  price of Qwest common stock is more than
$28.26,  no assurances can be given to the U S WEST  shareholders that the Qwest
common stock to be issued in the merger will have a value of $69 upon completion
of the merger.  If the price of Qwest common  stock is  declining  during the 30
trading  day  pricing  period  prior  to the  closing  of the  merger,  U S WEST
shareholders may receive Qwest common stock actually having a value of less than
$69 at the  effective  time of the  merger,  notwithstanding  the fact  that the
average price is more than $28.26.                                              

     Furthermore, no assurances can be given to the U S WEST shareholders of the
value of the shares of Qwest  common  stock to be issued in the merger after the
completion of the merger. After the completion of the merger, the price of Qwest
common stock is likely to change based upon changes in the business,  operations
and prospects of the combined company,  general market and economic  conditions,
regulatory  considerations  and other factors beyond the control of the combined
company.                                                                        

     Regulatory  Approvals  May Be Delayed  or  Conditioned.  Completion  of the
merger is  conditioned  on  receipt  of all  material  regulatory  consents  and
approvals required pursuant to the Hart-Scott-Rodino  Antitrust Improvements Act
of 1976, as well as the applicable  statutes,  policies and rules  governing the
Federal  Communications  Commission and state public utility commissions.  There
can be no assurance that such  approvals  will be granted on a timely basis,  or
without materially adverse conditions.                                          

     Divestiture of In-region InterLATA Business.  The Telecommunications Act of
1996   currently   prohibits   U   S   WEST   from   providing   long   distance
telecommunications  services  between Local Access and  Transport  Areas (LATAs)
within its 14 state region,  and between  these LATAs and locations  outside its
region.  Upon the closing of the merger, the interLATA service  prohibition also
would  apply  to  Qwest.  Consequently,  as  of  the  closing,  Qwest  plans  to
discontinue  providing  these  interLATA  services,  and these  services will be
divested under separate agreements. There can be no assurance that the terms and
conditions  under  which  the  divestitures  will be made will  permit  Qwest to
receive  the  full  economic   value  of  its  in-region   interLATA   business.
Furthermore,   closing  of  the  merger  could  be  delayed  if  the   necessary
divestitures  cannot be completed on a timely basis.  The combined  company will
continue to provide long  distance  services  outside the U S WEST  region.  The
parties have anticipated some loss of out-of-region  long distance business as a
result of the  discontinuance of in-region  business.  There can be no assurance
that these losses will not be materially greater than expected.                 

     Future  Provision of InterLATA  Services.  U S WEST and, upon closing,  the
combined company will be allowed to provide  in-region  interLATA  services upon
satisfaction  of  certain  regulatory  conditions  primarily  related  to  local
exchange telephone competition.  These restrictions will be lifted on a state by
state basis following further proceedings in each U S WEST state and at the FCC.
Qwest and U S WEST  expect the  combined  company to work  actively  to meet the
applicable requirements so that interLATA services can be provided in particular
states starting in 2000 or 2001, but there can be no assurance that they will be
successful in that regard. Even after elimination of the interLATA  restriction,
the  combined  company's  long  distance  operations  will be subject to various
regulatory  constraints,  including the requirement  that interLATA  services be
offered through a subsidiary  that is structurally  separated from the company's
local exchange  services.  There can be no assurance that these regulations will
not have a material adverse affect on the combined company's ability to compete.

     Concentration of Voting Power;  Potential Conflicts of Interest.  As of the
date of this joint proxy  statement/prospectus,  Philip F. Anschutz,  a director
and  Chairman of the Qwest Board,  beneficially  owns  approximately  39% of the
outstanding shares of Qwest common stock. Based on the number of shares of Qwest
common stock and U S WEST common stock outstanding as of                        
[-----------],                                                                  
the record date for the Qwest and U S WEST  meetings,  and  assuming an exchange
ratio of [mid-point of the range],  upon completion of the merger,  Mr. Anschutz
would  beneficially own approximately  [___]% of the outstanding shares of Qwest
common stock. Based on Qwest and U S WEST's current shareholder composition,  it
is not anticipated  that, upon completion of the merger,  any Qwest  shareholder
other than Mr. Anschutz would own more than  [_____________]% of the outstanding
shares of Qwest common stock. As a result, Mr. Anschutz will continue to be in a
position to substantially  influence actions that require shareholder  approval,
including the election of the Qwest Board.                                      

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     Anti-takeover  Provisions.  The merger  agreement  provides that,  upon the
completion of the merger,  Qwest's amended and restated  charter and bylaws will
include certain  provisions  that may have the effect of delaying,  deterring or
preventing a future  takeover or change in control of Qwest unless that takeover
or change in control is approved by the Qwest Board. These provisions may render
the removal of directors  and  management  more  difficult.  For  example,  upon
completion  of the merger,  Qwest  shareholders  will not be permitted to call a
special meeting of shareholders or act by written consent to vote on the removal
of  directors  and  will  not be able to  remove  directors  without  cause.  In
addition,  since the Qwest  Board  will be  classified  upon  completion  of the
merger,  a shareholder  attempting to gain control of the Qwest Board might have
to wage two successful proxy contests to do so.                                 

     Interests of Officers and Directors in the Merger. A number of the officers
and  directors  of Qwest  and U S WEST have  interests  in the  merger  that are
different  from, or in addition to, yours as a shareholder of Qwest or U S WEST.
For a description of these  interests,  see "Interests of Officers and Directors
in the Merger."                                                                 

Background of the Merger                                                        

     In pursuing their strategies for enhancing shareholder value, each of Qwest
and U S WEST regularly considers opportunities for acquisitions,  joint ventures
and other strategic alliances.  While each company believes that it has positive
prospects on a stand-alone basis,  representatives of each of Qwest and U S WEST
from time to time hold  discussions  with  third  parties  regarding  a range of
possible options to improve their competitive positions,  including acquisitions
or dispositions of assets, possible partnerships, alliances or other significant
transactions.                                                                   

     In April of 1998,  Qwest and U S WEST  entered into a joint  marketing  and
teaming  arrangement.  Qwest and U S WEST terminated their activities under this
arrangement in May of 1998 when the FCC determined  that these  activities  were
impermissible under the Telecommunications Act of 1996.                         

     After the June 12, 1998 separation from its former parent company, U S WEST
reviewed  its  strategic  position  and  objectives  in light of  changes in the
competitive  marketplace as evidenced by recent  significant  consolidations and
mergers in the  telecommunications  industry,  swiftly advancing  technology and
changes in the regulatory landscape.  From September 30 through October 2, 1998,
the U S WEST  Board held a  strategy  session  during  which it  reviewed  these
changes. With this background,  it considered various strategic alternatives for
U S WEST.  These  alternatives  included  potential  relationships  and industry
alliances  with other  entities  but no  specific  transactions  were  proposed.
Following this session, during the fall of 1998, representatives of U S WEST and
Global met on various occasions to discuss a potential transaction involving U S
WEST's data business and Global.  These discussions ended in January 1999. Also,
representatives  of U S WEST  and  Qwest  discussed  opportunities  for  the two
companies in the changing telecommunications industry.                          

     On February 4 and 5, 1999, in the context of the  discussion of a potential
opportunity  for U S  WEST's  data  business,  the U S WEST  Board  had  lengthy
discussions regarding the various strategies that U S WEST could pursue.        

     Through  February  and into April 1999,  representatives  of Global and U S
WEST  had  further  discussions  about  ways of  combining  Global  and the data
business of U S WEST.                                                           

     On March 17, 1999, Global and Frontier Corporation  announced the execution
of a definitive merger agreement.                                               

     At an April 2 regular  meeting,  the U S WEST Board  reviewed the strategic
objectives of U S WEST and requested  that its  management  further  investigate
possible long-term  strategic  alternatives and options for U S WEST,  including
the possibility of a business combination transaction involving Global. Analysis
of possible  strategies to either acquire or build the  technology  necessary to
advance U S WEST into the forefront of the rapidly                              

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expanding  data  and  telecommunications  industry  was  undertaken.  U  S  WEST
considered  a number of  potential  acquisition  candidates  with a  variety  of
technologies that would enhance its products or services.                       

     Thereafter,  representatives of U S WEST had preliminary discussions with a
number of significant  potential partners that could  strategically fit with its
goals of  becoming a global  leader in the  data/communications  race.  U S WEST
retained Merrill Lynch to advise it with respect to a possible transaction.     

     From April 22 through May 11, representatives of U S WEST and Global met to
discuss the possibility of a business combination or a joint venture between U S
WEST and Global.                                                                

     On May 3, U S WEST and Global executed a mutual  confidentiality  agreement
and agreed to exchange non-public information.                                  

     On May 4, a U S WEST representative  asked a Qwest  representative  whether
Qwest had any interest in a business combination between U S WEST and Qwest. The
Qwest representative said that, in light of other pending matters, Qwest was not
then interested in pursuing such a combination.                                 

     During the first two weeks of May,  representatives  of U S WEST and Global
met to discuss a possible structure for a business  combination between U S WEST
and Global and agreed that any business combination transaction between U S WEST
and Global would include a tender offer for Global shares.                      

     On May 11, at a special meeting of the U S WEST Board, senior management of
U S WEST and U S WEST's financial and legal advisors  reviewed with the U S WEST
Board the possible long-term strategic  alternatives for U S WEST and the status
of the  discussions  between  U S WEST  and  Global.  The U S  WEST  Board  then
authorized senior management of U S WEST to continue discussions with Global.   

     Thereafter,  representatives  of U S WEST and Global  continued  to meet to
negotiate the terms of a possible business combination, including the terms of a
tender offer for Global shares, and continued  negotiations relating to a merger
and the tender offer for Global shares.                                         

     On May 14,  Qwest  learned  that U S WEST and  Global  were  negotiating  a
business  combination.  On May  15,  representatives  of  Qwest  discussed  with
representatives  of  U  S  WEST  the  possibility  of  a  business   combination
transaction between Qwest and U S WEST.                                         

     On May 16, the U S WEST Board met for the purpose of considering  the terms
and conditions of the proposed  merger  agreement with Global,  the tender offer
and the related  transactions  and  agreements.  U S WEST's  financial and legal
advisors were present at the meeting.  The U S WEST Board was advised that Qwest
had become aware of the possible  combination with Global and had requested that
U S WEST  delay  negotiations  while  Qwest  continued  to  consider  making  an
alternative  proposal.  Throughout the day and evening,  representatives  of U S
WEST  encouraged  Qwest  to make a firm  and  specific  proposal  that  could be
considered.  Representatives  of Qwest advised  representatives of U S WEST that
Qwest  was not  prepared  to make an offer at that  time  because  Qwest had not
undertaken  the necessary  work to evaluate a possible  offer for U S WEST,  and
they  requested U S WEST to postpone the execution of any agreement  with Global
or, failing that, to maintain the  flexibility to discuss future  proposals from
third  parties in any  agreement  between U S WEST and  Global.  At the U S WEST
Board meeting,  senior management of U S WEST and U S WEST's legal and financial
advisors reviewed with the U S WEST Board the terms and conditions of the Global
merger agreement,  the tender offer and the related transactions.  Merrill Lynch
addressed certain financial aspects of the Global merger. Counsel reviewed legal
considerations  to be  considered  by the U S WEST Board in approving the Global
merger and the tender  offer.  Extensive  discussion  followed  relating  to the
financial  and legal  aspects  of the  transaction  as well as the status of the
conversations with the  representatives  of Qwest.  After discussion,  the Board
unanimously  approved the Global  merger,  the tender  offer,  the Global merger
agreement and the related  transactions  and  agreements and agreed to reconvene
later that  evening to  authorize  management  to execute and deliver the Global
merger agreement and the related  agreements.  Later that evening,  the U S WEST
Board reconvened and, after being advised that no proposal                      

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from Qwest was imminent and that Global would not defer entering into the Global
merger  agreement,  authorized  senior  management  of U S WEST to  execute  and
deliver the Global  merger  agreement  and  commence the tender offer for Global
shares.                                                                         

     On May 17,  Global  and U S WEST  announced  that they had  entered  into a
definitive merger agreement, under which U S WEST and Global/Frontier would each
become  subsidiaries  of a  newly-created  holding  company  to be named  Global
Crossing  Corporation ("New Holdco").  New Holdco would establish two categories
of  tracking  stock:  the Class G stock  would  track the global  data and voice
network and Internet assets of New Holdco, and the Class L stock would track its
local  telecommunications  assets.  In the merger,  each share of U S WEST stock
would be exchanged for  approximately  1.2 shares of New Holdco  tracking stock,
and each share of Global  common stock would be  exchanged  for one share of New
Holdco  tracking stock.  Shareholders  could elect which class of tracking stock
they would receive,  subject to proration  based on an appraisal of the relative
values of the two classes of assets  represented  by the two classes of tracking
stock shortly before closing. As part of the Global merger transaction, U S WEST
agreed to make a cash tender  offer for  approximately  9.5% of the  outstanding
Global  common stock at a price of $62.75 per share.  The tender offer closed on
June 18.                                                                        

     Following the announcement of the Global merger agreement,  representatives
of Qwest  commenced  their due  diligence  investigation  of publicly  available
information  about U S WEST and Frontier and analyzed  possible  synergies  that
might result from the potential combinations with one or both companies.        

     In late May and early June,  representatives of Qwest and BellSouth entered
into discussions regarding various alternatives relating to BellSouth's interest
in Qwest,  including the acquisition of a control  position in, or a combination
with,  Qwest. The discussions  terminated  without Qwest and BellSouth  reaching
agreement on these issues.                                                      

     At special meetings of the Qwest Board held on June 11 and June 13, Qwest's
senior  management and its financial and legal advisors  briefed the Qwest Board
on the potential  offers for U S WEST and Frontier.  On June 13, the Qwest Board
discussed the proposals and  unanimously  authorized  senior  management to make
proposals   to  acquire  U  S  WEST  and   Frontier.   Immediately   thereafter,
representatives of Qwest called representatives of U S WEST, Frontier and Global
and told them that Qwest was making offers to acquire U S WEST and Frontier.    

     On the same day, Joseph P. Nacchio, Chairman and Chief Executive Officer of
Qwest, sent Solomon D. Trujillo, Chairman, President and Chief Executive Officer
of U S WEST,  a letter  stating  that Qwest was  offering to pay 1.738 shares of
Qwest  common stock for each share of U S WEST common  stock,  having a value of
$78.00 per share at the close of trading  on  Friday,  June 11. The letter  also
stated that Qwest was simultaneously  offering to acquire Frontier in a separate
transaction,  and that the consideration  offered to U S WEST shareholders would
increase to 1.783 shares of Qwest common stock for each share of U S WEST common
stock,  having a value of $80.00  per share at the close of  trading  on Friday,
June 11, if Frontier were to accept Qwest's  proposal.  Mr.  Nacchio  enclosed a
draft merger agreement with the letter.                                         

     On June 14, the U S WEST Board held a special  meeting to discuss the Qwest
proposal. At the meeting, the U S WEST Board received financial and legal advice
regarding  the  Qwest  proposal  and its  obligations  under the  Global  merger
agreement.  Also on June 14, U S WEST  retained  Lehman  Brothers as a financial
advisor.                                                                        

     On June 17, Frontier issued a press release stating that the Frontier Board
had not, at that time, decided to take any action with respect to               
Qwest's offer.                                                                  

     On June 18, U S WEST issued a press release stating that the U S WEST Board
was continuing to review Qwest's offer.                                         

     On June 21, Mr. Nacchio sent separate letters to Mr. Trujillo and Joseph P.
Clayton,  Chief Executive  Officer of Frontier,  detailing the reasons why Qwest
believed  its  offers  for U S WEST  and  Frontier  were  superior  to  Global's
outstanding offers.                                                             

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     Also on June 21,  the U S WEST  Board  held a special  meeting  to  further
discuss the Qwest proposal.  At the special meeting,  the U S WEST Board decided
to take no action at that time with respect to the Qwest  proposal.  On the same
day, U S WEST issued a press  release  expressing  its concerns  about the Qwest
proposal.                                                                       

     On June 23, Mr.  Nacchio sent a letter to Mr.  Trujillo  stating that Qwest
had  modified  its offer for U S WEST and was now  offering to acquire  each U S
WEST share for $69.00 in Qwest stock.  The revised offer was subject to a collar
on the price of Qwest stock between  $30.50 and $43.50,  under which Qwest would
have the option to pay cash or issue additional  shares to offset any decline in
Qwest's  stock price from  $38.70 per share down to $30.50 per share,  while U S
WEST  stockholders  would realize all of the upside of any increase in the Qwest
stock price above the collar.  At the same time, Qwest also revised its offer to
acquire Frontier.                                                               

     On June 24,  the U S WEST  Board  held a special  meeting  to  discuss  the
revised  Qwest  proposal  made on June 23. At the  meeting,  the U S WEST  Board
received financial and legal advice regarding the revised Qwest proposal.  The U
S WEST Board  directed  the  company's  officers to  determine  if Global  would
improve its offer or would allow U S WEST to enter into discussions with Qwest. 

     On  June  27,  the U S  WEST  Board  held  a  special  meeting  to  discuss
developments  relating to the revised  Qwest  proposal,  including  management's
discussions  with Global and Global's press release  indicating that Qwest would
face significant  regulatory problems in completing a merger with U S WEST. Also
on that day, in  response  to  Global's  press  release,  Mr.  Nacchio  sent Mr.
Trujillo a letter stating that Qwest's  strategic merger with U S WEST would not
face any greater  regulatory  hurdles than the Global/U S WEST transaction.  Mr.
Nacchio  also  sent  to the  Boards  of U S WEST  and  Frontier  a  presentation
describing  why  Qwest's  offer was,  in each  case,  superior  to the  relevant
Global's offer.                                                                 

     On June 28, Mr. Nacchio sent a letter to Qwest's shareowners explaining the
strategic purpose for Qwest's offers for U S WEST and Frontier.  In that letter,
Mr.  Nacchio said that Qwest would  consider  adopting  different  strategies to
encourage  U S WEST and  Frontier,  or their  shareholders,  to  accept  Qwest's
offers,  and  would  consider  setting  deadlines  by which the  offers  must be
accepted.                                                                       

     In late  June,  without  notice  to U S  WEST,  representatives  of  Global
contacted   representatives  of  Qwest  and  suggested  a  meeting  between  the
representatives  of Global and Qwest. As a result of these contacts,  on June 30
and July 1 representatives  of Qwest and Global  discussed,  among other things,
the terms of a possible  resolution of the issues among the parties in the event
Qwest determined to discontinue its offer to acquire Frontier in connection with
a  possible  transaction  with U S WEST.  The  terms  of a  possible  resolution
included a reduction in the  termination fee payable to Global by U S WEST under
the Global/U S WEST merger agreement,  payment of a part of that fee in the form
of Global's  common  stock  acquired in the tender offer by U S WEST for 9.5% of
Global's common stock, a change in certain  provisions of the agreements between
Global and U S WEST related to the tender offer,  and Qwest's  agreeing to enter
into a commercial arrangement to purchase services from Global.                 

     On June 30,  Frontier  announced in a press release that the Frontier Board
had  directed  management  of  Frontier  to meet  with  Qwest  and to  discuss a
potential  business  combination.  Qwest and Frontier  signed a  confidentiality
agreement  on July 2.  During the week of July 5,  representatives  of Qwest and
Frontier  met  several  times to discuss the terms of Qwest's  offer,  including
features of the offer that representatives of Frontier said were unacceptable or
undesirable,  and to conduct  preliminary  financial due diligence.  Among other
matters,  representatives  of Frontier  expressed a concern about the regulatory
delays in the closing of any Qwest/Frontier transaction that might result from a
three-way  combination  of  Qwest,  Frontier  and U S  WEST.  The  parties  also
discussed  Frontier's  expectations  regarding the terms of a potential business
combination,  including  the  limitations  on the  conditions  to closing and an
increase  in the  consideration  payable  by Qwest if the  closing  was  delayed
because of Qwest's offer to acquire U S WEST.                                   

     Also on June 30,  the U S WEST  Board  held a special  meeting  to  further
discuss the revised Qwest proposal.  U S WEST's  management  reported to the U S
WEST Board that they had discussions with  representatives  of Global who stated
that Global  would not improve its offer at that time and  consented to a waiver
of the  non-solicitation  limitations  in the Global  merger  agreement so as to
allow U S WEST to commence negotiations with Qwest.                             

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      On July 1, Mr.  Nacchio  sent a letter to Mr.  Trujillo  which stated that
Qwest was prepared to discuss  increasing the number of U S WEST Directors to be
elected  to the  Board of the  combined  company  beyond  the four  board  seats
previously offered, and stating Qwest's expectation that Mr. Trujillo and senior
management of U S WEST would be integral  members of the management  team within
the new company.                                                                

     Also on July 1, U S WEST  announced  that the U S WEST Board had determined
to authorize the company's  management and advisors to discuss with Qwest issues
relating to the revised Qwest merger  proposal.  That same day, Global announced
that at the  request  of U S WEST it had  granted  a  waiver  under  the  merger
agreement to allow U S WEST to furnish  information  to, and to  participate  in
discussions with, Qwest.                                                        

     From July 2 through July 7, representatives of Qwest and U S WEST discussed
the terms of  Qwest's  offer.  The  discussions  focused  on such  issues as the
structure of the proposed merger; the use of a single class of stock rather than
dual  tracking  stocks;  the  terms  of  the  collar;   regulatory  issues;  the
contribution  to the strategic  vision of the combined  company by the directors
and  officers of both  companies;  possible  governance  structures  which would
afford senior executives of both companies the opportunity to participate in the
realization of this strategic  vision;  employee issues;  the name and principal
office  location  of  the  combined   company;   non-solicitation   and  related
termination  provisions  and  the  termination  fees.  U S WEST  representatives
expressed  their view that the combined  company  would have better uses for its
capital than for the acquisition of Frontier. In response, Qwest representatives
expressed their  willingness to terminate the offer for Frontier if satisfactory
agreement could be reached with U S WEST on the open issues.                    

     During the weeks of July 5 and July 12, representatives of Qwest and Global
continued to discuss the  possibility  that Qwest and Global  could  resolve the
issues relating to their offers for Frontier and U S WEST generally on the terms
referred to above.                                                              

     On July 8, the U S WEST Board held a special meeting to further discuss the
status of the negotiations with Qwest.                                          

     Also on July 8, U S WEST  delivered to Qwest  drafts of a merger  agreement
and a voting  agreement  pursuant  to which  certain  affiliates  of  Philip  F.
Anschutz, Chairman of the Board of Qwest, would agree to vote their Qwest shares
in favor of the transactions contemplated by a Qwest/U S WEST merger agreement. 

     On July 9,  representatives  of Qwest provided comments on these agreements
to U S WEST and its counsel and, in the following days, representatives of Qwest
and U S WEST continued to negotiate the provisions of these  agreements.  During
discussions  that followed,  Qwest  reiterated its  willingness to terminate its
offer for  Frontier  if Qwest and U S WEST  agreed on the terms of a  definitive
merger agreement.                                                               

     Also  on  July  9,  Qwest  and  U  S  WEST   entered   into  a   reciprocal
confidentiality  agreement and exchanged due diligence request lists.  Beginning
on July 9, and continuing through the week of July 12,  representatives of Qwest
and U S WEST  undertook  reciprocal  due  diligence  investigations  and in that
connection  exchanged  and  discussed  certain  business,  personnel,  legal and
financial  information  relating to Qwest and U S WEST.  They also discussed the
potential near- and long-term  benefits  achievable  from a potential  merger as
well as the synergies that might be achieved by the combined company.           

     On July 12,  representatives  of Qwest  and U S WEST  discussed  governance
issues and other  matters  related to Qwest's  offer.  Among other  things,  the
representatives  discussed the composition of the Board and senior management of
the combined company and the roles of Messrs. Anschutz,  Nacchio and Trujillo in
the combined company.                                                           

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     On July 13,  representatives  of Qwest and Frontier  discussed the terms of
Qwest's offer for Frontier.  Qwest and Frontier were not able to reach agreement
on matters each of them considered fundamental to                               
Qwest's offer.                                                                  

     On July 14, at a regularly  scheduled meeting,  the Qwest Board was briefed
by senior  management  on the  strategic  benefits,  both  near- and  long-term,
available  from a merger with U S WEST, as well as on the status of  discussions
with U S WEST. The Qwest Board was also informed of the discussions  with Global
and the possibility of reaching a resolution with Global. DLJ, Qwest's financial
advisor,  reviewed  with the Qwest  Board the  financial  aspects of the merger.
Qwest's legal counsel, Davis Polk & Wardwell ("Davis Polk"),  reviewed the terms
and  conditions of the proposed  merger  agreement as well as the remaining open
issues,  and reviewed the Qwest Board's legal duties and  responsibilities.  The
Qwest Board discussed these matters.  Later that day,  representatives  of Qwest
and U S WEST discussed  various  issues,  including the strategic  vision of the
combined company and governance issues, including the roles of Messrs. Anschutz,
Nacchio and Trujillo in the combined company.                                   

     Also on July 14, Qwest delivered a draft agreement to Global that reflected
Qwest's proposed  resolution of the issues relating to their offers for Frontier
and U S WEST.  Thereafter,  representatives of Global provided their comments on
the proposed  agreement and  representatives of Qwest and Global commenced their
efforts to resolve the open issues related to the agreements.                   

     On July 15 and 16,  representatives  of  Qwest  and U S WEST  continued  to
discuss issues related to the merger agreement and other agreements described in
this document.                                                                  

     At a July 16 special  meeting  to  consider  the  merger,  the Qwest  Board
received  a  presentation  from Davis  Polk on the terms and  conditions  of the
merger  agreement,  voting  agreement,  the  agreement  with  Global and related
agreements  described  in this  document and updated the Board on how certain of
the  remaining  open issues had been  resolved.  The Qwest Board then received a
financial  presentation  from DLJ and received DLJ's opinion as to the fairness,
from  a  financial   point  of  view,  to  Qwest   shareholders  of  the  merger
consideration.  The Qwest Board discussed the issues presented by management and
by the financial and legal advisors,  including the factors discussed under " --
Reasons for the Merger; Recommendation of the Qwest Board." After discussion and
due consideration, the Qwest Board unanimously approved the merger agreement and
related agreements and merger matters described in this document.               

     At a July 16 special  meeting,  the U S WEST Board  received a presentation
from  senior  management,  Merrill  Lynch and  Lehman  Brothers,  its  financial
advisors,  and Cadwalader,  Wickersham & Taft, its legal advisor,  regarding the
terms  and  conditions  of  the  proposed  merger   agreement  with  Qwest,  the
termination of the Global merger  agreement,  the voting  agreement with certain
affiliates of Mr. Anschutz and other matters relating thereto.  As part of their
financial  presentations  to the U S WEST Board,  both Merrill  Lynch and Lehman
Brothers presented oral fairness opinions  (subsequently  confirmed in writing).
The U S WEST Board  discussed  the issues  presented  by  management  and by the
financial and legal advisors, including the factors discussed under " -- Reasons
for the Merger; Recommendations of the U S WEST Board." After discussion and due
consideration,  the U S WEST Board  unanimously  approved the termination of the
Global merger  agreement,  and then approved the Qwest merger  agreement and the
agreements and the  transactions  related  thereto and authorized  management to
execute and deliver all necessary agreements.                                   

     On July 17 and 18, Qwest, U S WEST and Global  representatives  and outside
counsel continued  discussions with the goal of resolving remaining open issues.
These issues included governance issues, the payment of the termination fee, the
agreements  relating  to the stock of Global  acquired by U S WEST in the tender
offer and the  terms of the  commercial  arrangement  between  Global  and Qwest
relating to Qwest's purchase of services from Global.                           

     On July 18, upon reaching the agreement on remaining open issues, Qwest and
U S WEST executed the merger agreement and related agreements  described in this
document.  At the same time,  upon  reaching  agreement on the issues  remaining
among the three parties,  Global and U S WEST executed an agreement  terminating

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the  Global/U  S WEST  merger  agreement,  and  Global  and Qwest  executed  the
agreement   providing  for  payment  of  termination  fees  and  the  commercial
arrangements  described  above.  Qwest and U S WEST issued a joint press release
immediately  thereafter  announcing the execution of the merger  agreement,  the
withdrawal  of Qwest's  offer for  Frontier  and the  termination  of U S WEST's
agreement with Global.                                                          

Our Reasons for the Merger; Recommendations of Our Boards of Directors          

     In the past several years,  the  communications  industry has experienced a
significant  increase in mergers,  acquisitions and  consolidations  among local
service providers, long distance providers,  broadband Internet providers, cable
television  companies and other emerging  technology  companies.  These industry
changes have resulted from significant competitive, regulatory and technological
changes over the last few years and are an  indication  that the most  effective
competitors in the  communications  industry are expected to be those  companies
that offer the most complete array of products and services  without  geographic
limitations.  Strong national and international  players,  which have formed and
are forming through mergers, acquisitions and alliances, are looking to lead the
telecommunications  industry by offering  customers  one-stop shopping for their
communications services, including broadband Internet services.                 

     Qwest has been  implementing  its  strategy  of being a  leading  broadband
Internet   communications  company  through  its  national  high-capacity  fiber
communications network, and providing Internet and multimedia services. U S WEST
has also been  implementing its strategy of providing  customers with integrated
advanced  communications  products  and services  through its  enhanced  network
capacity and capability,  custom calling  features,  integration of wireline and
wireless services, and its broadband Internet products and services. Through its
directories  business,  U S WEST also provides directory services throughout its
14 state  region,  and is  expanding  that  service  onto the  Internet  through
electronic  publishing.  By  combining,  we  expect  to bring  together  Qwest's
advanced  network and  broadband  Internet  service  capability  with U S WEST's
innovative  local  communications  and  broadband  Internet  access  capability.
Through this combination we will be able to offer customers in the United States
and   worldwide   more   choices   and   greater   access  to  next   generation
telecommunications  and broadband  Internet based services including web hosting
and value added web based applications.  We will also be able to share resources
and capitalize on synergies  that will speed our ability to compete  effectively
at the top tier of the telecommunications  industry. The merger will enable both
companies to achieve our mutual goals more  quickly  than either  company  could
have achieved them separately.                                                  

     We believe  that the merger  will  create a  stronger  competitor  and will
provide significant value for our shareholders,  employees and customers for the
following reasons, among others:                                                

     o    We believe that the  combination of Qwest and U S WEST will create the
          benchmark     large-capitalization     growth     company    in    the
          communications/Internet   sector   for   the  new   millennium,   with
          approximately  $18.5 billion of pro forma  year-2000  revenue and $7.4
          billion pro forma  year-2000  EBITDA and will be  accretive to Qwest's
          earnings per share and cash flow per share beginning in the first year
          of  combined   operations.   See   "Projections   and  Synergies"  and
"Information Regarding Forward Looking Statements."         

     o    We  believe  that  during  the  period  from  2000  through  2005  the
          combination  of Qwest and U S WEST will  enable  us to  achieve  gross
          revenue  synergies  of more than $12  billion  and net  financial  and
          operational  synergies of approximately  $10.5 billion to $11 billion.
          We expect that these  synergies  will be comprised of (1)  incremental
          revenues as the combined  company  expands its local,  data,  Internet
          Protocol and long-  distance  service;  (2) operating  cost savings in
          areas such as network operations and maintenance, sales and marketing,
          billing and customer and back office support;  and (3) capital savings
          through  elimination of duplication in the companies'  planned network
          buildouts  and in other  infrastructure  and  back-office  areas.  See
          "Projections and Synergies" and "Information Regarding Forward Looking
Statements."                                                

     o    We believe the  combination of Qwest and U S WEST will  accelerate our
          strategic  development  and will enable us to grow faster than each of
          us could grow alone and will increase our revenues and profits  faster
          than  each of us would  accomplish  alone.  In  particular,  it is our

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          expectation  that the  combination  will  accelerate  the  delivery of
          Internet-based  broadband communications services provided by Qwest to
          the  large  customer  base of U S WEST and  will  bring  together  our
          complementary  assets,  resources and expertise and the network infra-
          structure,  applications,  services and customer distribution channels
          of our  companies  and that the  combination  of our  customer  bases,
          assets, resources and expertise in a timely manner will permit each of
          us  to  compete  more   effectively   in  our  rapidly   consolidating
          industries.  We believe the combination will also enable us to rapidly
          increase our customer  base for our  respective  products by acquiring
          the other company's customer bases: the combined company would have an
          expanding  client  base of more than 29 million  customers,  including
many multinational corporations.                            

     o    We believe worldwide  broadband  end-to-end  infrastructure,  expanded
          range of products  and  services,  access to each  other's  customers,
          people  and  processes  and  combined  use  of  our  distribution  and
          operating  systems  will create  growth for the  combined  company and
          that,  as a large  company  with  global  scale  and  scope,  multiple
          capabilities,  end-to-end broadband connectivity,  and a full suite of
          data,  voice and video  products  and  services,  we can  successfully
compete in the telecommunications industry in the long-term.

     o    We believe we will be able to  redeploy  our capital in the years 2000
          through 2005 in the  aggregate  amount of  approximately  $7.5 billion
          toward new investment in Internet  applications  and hosting,  out-of-
          region   facilities   based   competitive   local  exchange   service,
          out-of-region   broadband  access  and  Internet  services,   wireless
          expansion  and  video  entertainment.  We  believe  we can  fund  this
          redeployment  of capital  with  approximately  $5.3 billion of savings
          from the  reduction in the  dividends  currently  paid by U S WEST and
          $2.2  billion of  savings  from  capital  expenditure  synergies.  See
          "Projection and Synergies" and "Information  Regarding Forward Looking
Statements."                                                

     o    We believe we will be able to obtain the required regulatory approvals
          to permit  us to close  the  merger  in a timely  manner  without  the
          imposition  by  regulators  of  conditions  that would prevent us from
       obtaining substantially all of the expected benefits of the merger.

Qwest                                                                 

     In  approving  the  transaction  and making its  recommendation  that Qwest
shareholders  approve the merger  agreement  and the related  transactions,  the
Qwest Board  consulted  with  Qwest's  management  as well as its outside  legal
counsel and financial  advisor and  considered the following  material  factors,
among others:                                                                   

     o    the reasons described above under "Our Reasons for the Merger" and the
risks described under "Risk Factors";                       

     o    the fact that the merger consideration  payable to the shareholders of
          U S WEST is fixed  at  $69.00  in Qwest  common  stock,  subject  to a
          "collar"  when the price of Qwest common  stock is between  $28.26 and
          $39.90  and that  Qwest  retains  the  ability to pay a portion of the
 merger consideration in cash, subject to U S WEST's approval;

     o    the  familiarity of the Qwest Board with the business,  properties and
          prospects  of Qwest,  including  the  opportunities  and  alternatives
available to Qwest if the merger were not to be undertaken; 

     o    DLJ's  financial  presentation  and  opinion to the Qwest Board to the
          effect  that,  as of July 18,  1999 and  based on and  subject  to the
          assumptions, limitations and qualifications stated in the opinion, the
          merger consideration to be paid by Qwest in the merger was fair from a
          financial  point of view to the  holders  of Qwest  common  stock,  as
described under "Opinion of Qwest's Financial Advisor";     

     o    the  qualification  of the merger as a tax-free  transaction  for U.S.
          federal  income tax purposes  (except for tax resulting  from any cash
received by U S WEST shareholders);                         

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     o    the right of U S WEST to terminate the merger agreement if the average
          price of Qwest common stock  during the 15 randomly  selected  trading
          days during the pricing  period  prior to closing is below  $22.00 per
          share or the closing  price of Qwest  common stock is below $22.00 per
          share for 20  consecutive  trading  days  between  the  signing of the
merger agreement and the completion of the merger;          

     o    the  terms and  conditions  of the  merger  agreement,  including  the
          conditions  to closing,  the  termination  fees payable  under certain
          circumstances,  and the  restrictions  imposed  on the  conduct of the
    businesses of Qwest and U S WEST in the period prior to closing;

     o    the  provisions  of the merger  agreement  which do not permit  either
          Qwest or U S WEST to terminate the merger  agreement if it receives an
          acquisition  proposal  that  is  superior  to  the  Qwest-  U  S  WEST
          transaction  but do permit Qwest or U S WEST to terminate if the board
          of the other party changes its  recommendation  that its  shareholders
vote in favor of the merger;                                

     o    the voting  agreement of certain  shareholders of Qwest which requires
them to vote in favor of the merger;                        

     o    the  decreased  likelihood  of a third  party  making  an  acquisition
          proposal  with  respect  to Qwest  pre-closing  because  of the voting
          agreement,  and post-closing  because of the anti- takeover provisions
          of the combined company's charter and bylaws, including the classified
board provisions;                                           

     o    the  reduction  in  the  beneficial  ownership  of  Qwest's  principal
shareholder as a result of the merger;                      

     o    the amount of the  termination  fee payable to Global by U S WEST, the
          composition of such  termination  fee, the obligation of Qwest to lend
          part of such fee to U S WEST, and the  circumstances  under which part
of the loan might be repayable to Qwest;                    

     o    the  governance  structure  of the  combined  company,  including  the
          creation of the Office of the Chairman with Messrs. Anschutz,  Nacchio
          and Trujillo as its initial members;  the right of each of Qwest and U
          S WEST to designate seven of the initial fourteen members of the board
          of directors of the combined  company;  and the initial  substantially
          equal  participation  by senior officers of each of Qwest and U S WEST
in the management of the combined company;                  

     o    the  interests of the officers and  directors of Qwest and U S WEST in
          the merger, as described under "Interests of Officers and Directors in
the Merger";                                                

     o    the effect of the merger on Qwest's  existing joint ventures and other
          relationships  with  third  parties,  including  KPNQwest,   BellSouth
Corporation and Microsoft Corporation; and                  

     o    the satisfactory  completion of Qwest's due diligence investigation of
U S WEST.                                                   

     The foregoing  discussion of the information and factors  considered by the
Qwest Board is not intended to be exhaustive. In view of the wide variety of the
material factors  considered in connection with its evaluation of the merger and
the complexity of these matters, the Qwest Board did not find it practicable to,
and did not,  quantify or otherwise attempt to assign any relative weight to the
various factors  considered.  In addition,  the Qwest Board did not undertake to
make any specific  determination  as to whether any  particular  factor,  or any
aspect of any  particular  factor,  was  favorable or  unfavorable  to the Qwest
Board's ultimate determination,  but rather the Qwest Board conducted an overall
analysis of the factors described above,  including through discussions with and
questioning  of  Qwest's  management  and  legal  and  financial  advisors.   In
considering the factors described above,  individual  members of the Qwest Board
may have given different weight to different factors.                           

     There can be no assurance that any of the potential  savings,  synergies or
opportunities   considered   by  the  Qwest  Board  will  be  achieved   through
consummation of the merger. See "Risk Factors,"  "Projections and Synergies" and
"Information Regarding Forward-Looking Statements."                             

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Recommendation of the Board of Directors of Qwest                     

     The Qwest Board believes that the merger is advisable and is fair to and in
the  best  interests  of  Qwest  and  its  shareholders  and  recommends  to its
shareholders  that they vote "FOR" the  proposal to approve and adopt the merger
agreement and the merger, including the issuance of shares of Qwest common stock
in the  merger  and the Qwest  charter  amendments  contemplated  by the  merger
agreement.                                                                      

U S WEST                                                                  

     In reaching its decision,  the U S WEST Board  consulted with its financial
and legal advisors and its senior  management,  reviewed a significant amount of
information  and considered a number of factors.  The most relevant  information
reviewed and factors considered are set forth below.                            

     o    the reasons described above under "Our Reasons for the Merger" and the
risks described under "Risk Factors";                       

     o    the fact that the terms  and  benefits  of the  merger  agreement  are
          significantly  better than the terms and  benefits  of the  Global-U S
WEST merger agreement, including:                           

     o    the  premium  to the U S WEST  shareholders  represented  by the Qwest
          offer  compared to the Global  offer and  compared  to the  historical
trading price of U S WEST common stock;                     

     o    the fact that the  cumulative  synergies  expected  to result from the
          merger exceed the  cumulative  synergies  that were expected to result
from the Global-U S WEST merger;                            

     o    the fact that the merger agreement provides price protection for the U
          S WEST  shareholders  for the collar range of $28.26 through $39.90 of
Qwest's average price; and                                  

     o    the ability of U S WEST to terminate  the merger  agreement if Qwest's
          average stock price is less than $22 for 15 randomly  selected trading
          days during the 30 trading day pricing period before the completion of
          the merger or the closing price of Qwest common stock is less than $22
        for 20 consecutive trading days before the completion of the merger;

     o    the fact that U S WEST will be able to designate  seven of the initial
          fourteen  directors  to the Qwest  Board and a  substantial  number of
          senior  executives after the merger,  as well as the fact that Solomon
          D. Trujillo will serve as one of the initial  members of the Office of
          the Chairman, thus enabling U S WEST to provide substantial input into
          the policies and operation of the combined  businesses  and effect the
long-term goals of U S WEST;                                

     o    the strategic and financial  alternatives available to U S WEST in the
          rapidly  changing  industry  environment  and U S WEST's  belief  that
          expanding its  broadband  Internet-based  communications  business was
          essential   to  its  growth  and   development   as  a  full   service
telecommunications provider;                                

     o    the strategic fit between U S WEST and Qwest,  and the belief that the
          combined  company  has the  potential  to  enhance  shareholder  value
through additional opportunities and operating efficiencies;

     o    the  opportunity  for the U S WEST  shareholders  to  participate in a
          larger,    more    diversified,    competitive    company    in    the
          telecommunications  industry  which  has the  potential  to  become  a
          significant worldwide  Internet-based broadband services provider with
one of the highest capacity networks in the industry;       

     o    information concerning the financial performance, business operations,
          debt  capacity and asset  quality of U S WEST and Qwest and of the two
companies on a combined basis;                              

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     o    the opinions of Merrill Lynch and Lehman Brothers that, as of June 18,
          1999 and subject to the  assumptions  and limitations set forth in the
          opinions, the consideration to be received by U S WEST shareholders in
          the merger was fair from a  financial  point of view to such  holders,
          and the  financial  presentations  made by  Merrill  Lynch and  Lehman
          Brothers  to the U S WEST Board in  connection  with the  delivery  of
their opinions;                                             

     o    the likely impact of the merger on U S WEST's employees and customers;

     o    the existence of an agreement of holders of  approximately  39% of the
          Qwest  common  stock to vote in favor of the  merger,  increasing  the
       likelihood of Qwest shareholder approval of the merger transaction;

     o    the  reduction  in the  termination  fee  payable  to Global  upon the
termination of the Global-U S WEST merger agreement;        

     o    the effect of the merger on Qwest's  existing joint ventures and other
relationships with third parties;                           

     o    the interests of officers and directors of U S WEST in the merger,  as
        described under "Interests of Officers and Directors in the Merger";

     o    the fact that in the event Qwest elects to pay a portion of the merger
          consideration  in cash, U S WEST and Qwest will  jointly  agree on the
amount of such cash;                                        

     o    the fact that neither U S WEST nor Qwest is permitted to terminate the
          merger agreement upon receipt of a superior acquisition proposal,  but
          that either U S WEST or Qwest is  permitted  to  terminate  the merger
          agreement if the other party's board changes its  recommendation  that
its shareholders vote in favor of the merger; and           

     o    the  qualification  of the merger as a tax-free  transaction  for U.S.
          federal  income tax purposes  (except for tax resulting  from any cash
received by U S WEST shareholders).                         

     The foregoing discussion of the information and factors considered by the U
S WEST Board is not  intended to be  exhaustive.  In view of the wide variety of
the material factors  considered in connection with its evaluation of the merger
and the  complexity  of  these  matters,  the U S WEST  Board  did  not  find it
practicable  to,  and did not,  quantify  or  otherwise  attempt  to assign  any
relative weight to the various  factors  considered.  In addition,  the U S WEST
Board did not  undertake  to make any specific  determination  as to whether any
particular  factor,  or any aspect of any  particular  factor,  was favorable or
unfavorable to the U S WEST Board's ultimate  determination,  but rather the U S
WEST Board  conducted  an  overall  analysis  of the  factors  described  above,
including through  discussions with and questioning of U S WEST's management and
legal and  financial  advisors.  In  considering  the factors  described  above,
individual  members  of the U S WEST Board may have  given  different  weight to
different factors.                                                              

     There can be no assurance that any of the potential  savings,  synergies or
opportunities  considered  by  the U S  WEST  Board  will  be  achieved  through
consummation of the merger. See "Risk Factors,"  "Projections and Synergies" and
"Information Regarding Forward-Looking Statements."                             

Recommendation of the Board of Directors of U S WEST                  

     The U S WEST Board believes that the merger is advisable and is fair to and
in the best  interests of U S WEST and its  shareholders  and  recommends to its
shareholders  that they vote "FOR" the  proposal to approve and adopt the merger
agreement and the merger.                                                       

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Material Federal Income Tax Consequences of the Merger                          

     The following  discussion  summarizes  the material  United States  federal
income tax consequences of the merger.  This discussion is based on the Internal
Revenue   Code  of  1986,   as   amended,   applicable   Treasury   regulations,
administrative  interpretations  and court decisions as in effect as of the date
of this joint proxy statement/prospectus, all of which may change, possibly with
retroactive effect.                                                             

     This  discussion  does not address all aspects of federal  income  taxation
that may be important to a U S WEST  shareholder in light of that  shareholder's
particular  circumstances or to a U S WEST shareholder subject to special rules,
such as:                                                                        

   o    a shareholder who is not a citizen or resident of the United States,

o    a financial institution or insurance company,                    

o    a tax-exempt organization,                                       

o    a dealer or broker in securities,                                

     o    a shareholder that holds its U S WEST common stock as part of a hedge,
          appreciated financial position, straddle or conversion transaction, or

     o    a shareholder  who acquired his U S WEST common stock  pursuant to the
exercise of options or otherwise as compensation.           

     Tax Opinions. Qwest has received an opinion of Davis Polk & Wardwell, and U
S WEST has received an opinion of  Cadwalader,  Wickersham & Taft (together with
Davis Polk & Wardwell,  "tax counsel"),  each dated as of the date of this joint
proxy  statement/prospectus,  that the merger will be treated for federal income
tax  purposes as a  reorganization  within the meaning of Section  368(a) of the
Internal  Revenue  Code and that Qwest and U S WEST will each be a party to that
reorganization  within the  meaning of Section  368(b) of the  Internal  Revenue
Code.  It is a  condition  to the  obligation  of each of Qwest  and U S WEST to
complete the merger that the relevant tax counsel  confirm its opinion as of the
closing date. Neither Qwest nor U S WEST intends to waive this condition.       

     Another  condition  to the  obligation  of  each of  Qwest  and U S WEST to
complete the merger is that Cadwalader, Wickersham & Taft opine to U S WEST that
the merger will not affect the tax-free qualification of the prior spin-off of U
S WEST from  MediaOne  Group,  Inc.  Neither Qwest nor U S WEST intends to waive
this condition.                                                                 

     The  opinions of tax counsel  regarding  the merger  have  relied,  and the
confirmation  opinions  regarding  the merger as of the  closing  date,  and the
opinion regarding the prior spin-off of U S WEST (together with the confirmation
merger  opinions,  the  "closing  date  opinions"),   will  each  rely,  on  (1)
representations  and  covenants  made by  Qwest  and U S WEST,  including  those
contained in  certificates  of officers of Qwest and U S WEST, and (2) specified
assumptions,  including an assumption  regarding the completion of the merger in
the manner  contemplated by the merger agreement.  In addition,  the opinions of
tax counsel have assumed,  and tax counsel's ability to provide the closing date
opinions  will  depend on, the  absence of changes in  existing  facts or in law
between the date of this joint proxy  statement/prospectus and the closing date.
If any of those  representations,  covenants or assumptions  is inaccurate,  tax
counsel  may not be able to provide  one or more of the  required  closing  date
opinions  and/or the tax  consequences  of the merger  could  differ  from those
described  in the  opinions  that tax  counsel  have  delivered.  Tax  counsel's
opinions  neither bind the Internal Revenue Service ("IRS") nor preclude the IRS
or the  courts  from  adopting a  contrary  position.  Qwest and U S WEST do not
intend to obtain a ruling from the IRS on the tax consequences of the merger.   

     Federal Income Tax Treatment of the Merger.  The merger will be treated for
federal  income tax purposes as a  reorganization  within the meaning of Section
368(a) of the Internal Revenue Code, and Qwest and U S WEST will each be a party
to that  reorganization  within the  meaning of Section  368(b) of the  Internal
Revenue Code.                                                                   

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     Federal  Income Tax  Consequences  to U S WEST  Shareholders.  For  federal
income tax purposes:                                                            

     o    A holder of U S WEST common stock will not  recognize any gain or loss
          upon its exchange in the merger of its shares of U S WEST common stock
          for shares of Qwest common stock. If Qwest and U S WEST elect to pay a
          portion of the merger consideration in cash, a holder will be taxed on
          any gain on the shares of U S WEST  common  stock  surrendered  in the
          merger to the extent of cash  received as merger  consideration.  This
          gain will be capital gain,  and will be long-term  capital gain if the
          shares of U S WEST common stock exchanged for the merger consideration
       were held for more than one year on the closing date of the merger.

     o    If a holder  of U S WEST  common  stock  receives  cash  instead  of a
          fractional share of Qwest common stock, the holder will be required to
          recognize gain or loss,  measured by the difference between the amount
          of cash received  instead of that fractional  share and the portion of
          the tax  basis  of  that  holder's  shares  of U S WEST  common  stock
          allocable to that fractional  share. This gain or loss will be capital
          gain or loss, and will be long-term  capital gain or loss if the share
          of U S WEST common stock exchanged for that fractional  share of Qwest
          common  stock was held for more than one year on the  closing  date of
the merger.                                                 

     o    A holder of U S WEST  common  stock will have a tax basis in the Qwest
          common stock  received in the merger equal to (1) the tax basis of the
          U S WEST common stock  surrendered by that holder in the merger,  plus
          (2) any gain  that is  recognized  by that  holder  as a result of the
          receipt of cash (other than cash  received  instead of any  fractional
          share of Qwest common stock), if any, in the merger,  less (3) any tax
          basis of the U S WEST common  stock  surrendered  that is allocable to
          any fractional share of Qwest common stock for which cash is received,
          less (4) the cash (other than cash received  instead of any fractional
          share of Qwest common stock),  if any,  received by that holder in the
merger.                                                     

     o    The  holding  period  for shares of Qwest  common  stock  received  in
          exchange  for  shares  of U S WEST  common  stock in the  merger  will
          include  the holding  period for the shares of U S WEST  common  stock
surrendered in the merger.                                  

     Federal Income Tax Consequences to Qwest  Shareholders.  For federal income
tax purposes, holders of Qwest common stock will not recognize gain or loss as a
result of the merger.                                                           

     This discussion of material  federal income tax consequences is intended to
provide only a general summary, and is not a complete analysis or description of
all potential  federal income tax  consequences  of the merger.  This discussion
does not address tax  consequences  that may vary with,  or are  contingent  on,
individual circumstances. In addition, it does not address any non-income tax or
any foreign,  state or local tax  consequences  of the merger.  Accordingly,  we
strongly  urge each U S WEST  shareholder  to  consult  his own tax  advisor  to
determine the particular United States federal, state or local or foreign income
or other tax consequences to him of the merger.                                 

Regulatory Matters Relating to the Merger                                       

Antitrust Review                                                      

     Under  the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976 and the
rules  promulgated  under the Hart-  Scott-Rodino  Act,  the  merger  may not be
consummated  until  notifications  have been given and certain  information  and
materials  have been  furnished to and reviewed by the Department of Justice and
the Federal Trade Commission and specified waiting period requirements have been
satisfied.  In addition,  at any time prior to or after the  consummation of the
merger,  the DOJ or the FTC could take action under the federal  antitrust laws,
including  seeking to enjoin the merger or  seeking  conditions  thereon.  State
antitrust  authorities  and private parties in certain  circumstances  may bring
legal  action  under the  antitrust  laws seeking to enjoin the merger or impose
conditions.  Qwest and U S WEST believe that the merger promotes competition and
is in the public  interest in part because the combined  company will be able to
compete more effectively with larger telecommunications companies, such as      

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AT&T,  MCI  Worldcom,  and the  proposed  SBC-Ameritech  and  Bell  Atlantic-GTE
companies,  than either Qwest or U S WEST could alone. However,  there can be no
assurance  that  the  antitrust  review  process  will  move  rapidly  or that a
challenge to the merger on antitrust grounds will not be made.                  

FCC Approval                                                          

     Under the Communications Act of 1934, as amended, the prior approval of the
FCC  is  necessary  before  the  merger  may be  consummated.  In  reviewing  an
application  for its approval of the merger,  the FCC will consider  whether the
merger will serve the public  interest and meet other  applicable  requirements.
Third parties also have an opportunity  to file petitions  requesting the FCC to
deny approval of the merger, or to file comments  requesting  conditions on that
approval. Upon grant of FCC approval and satisfaction or waiver of other closing
conditions,  the transaction may be consummated by the parties.  However,  for a
period  after  issuance  of that  approval  the FCC  action  remains  subject to
judicial review upon the appeal of a third party, or subject to  reconsideration
by the FCC itself.  Parties who close transactions during this period assume the
risk that the FCC's  approval  could be  reversed  or  modified  by the FCC or a
reviewing  court.  It is possible  that Qwest and U S WEST will close the merger
during this period depending upon the overall circumstances at the time.        

     Third  parties  have asked the FCC to  condition  mergers  involving  other
Regional Bell Operating  Companies  ("RBOCs") on further actions to expand local
exchange competition.  For example, the FCC is currently considering  conditions
to  its  approval  of the  proposed  SBC-Ameritech  merger  that  would  include
requirements  that the merged  company  create a separate  affiliate  to provide
advanced broadband  services,  take additional steps to open its local telephone
markets to competition,  extend broadband  services to a minimum number of rural
and low income urban  locations,  and other  conditions,  subject to significant
financial penalties for failure to comply. Qwest and U S WEST believe that their
merger is fundamentally different from the previous RBOC mergers because it does
not involve any  material  increase  in the number of local  exchange  telephone
customers to be served by one company.  Nevertheless,  it is possible that third
parties may request  conditions to the FCC's  approval of the merger  similar to
those  under  discussion  with  respect  to  the  SBC-Ameritech  transaction  or
otherwise, and that FCC consideration of the requests could result in a delay of
the  merger  review  process   and/or  the  imposition  of  materially   adverse
conditions.  Approval of the merger  also could be delayed by issues  related to
the current  restrictions  on the provision of interLATA long distance  services
within the U S WEST region.  Qwest  expects to take actions to comply with those
restrictions as of the closing of the merger, including, without limitation, the
divestiture  or  termination  of its interLATA  services in the U S WEST region,
pending FCC approval at a later date after closing of applications demonstrating
that the requirements of Section 271 of the  Telecommunications Act with respect
to local  exchange  competition  have  been met.  Nevertheless,  there can be no
assurance  that the FCC will grant its  approval of the merger on a timely basis
or without materially adverse conditions.                                       

State Approvals                                                       

     Certain  state  public  utility  commissions  will,  and others  may,  have
jurisdiction to approve the merger or address related issues.                   
Qwest and U S WEST                                                              
will file  applications  for  consent to the merger in each state  where such an
application is required.  Third parties generally have an opportunity to comment
on  such  applications  and in  some  cases  the  PUCs  may  request  additional
information  or hold  hearings.  State  PUC  proceedings  involving  changes  in
ownership resulting from combinations  involving other RBOCs have sometimes been
slowed  by  third  party or PUC  interest  in  conditioning  such  transfers  on
commitments  by the RBOC to take certain  actions  regarding  its  services,  or
regarding its implementation of the requirements of the  Telecommunications  Act
related to opening the local  exchange  market to  competition.  Sometimes  such
conditions  have been  imposed.  There is a risk that  such  conditions  will be
sought in the  context of our  merger.  There can be no  assurance  that the PUC
approval  process  will be  resolved  on a timely  basis or  without  materially
adverse conditions.                                                             

Appraisal Rights                                                                

     Holders of Qwest  common  stock do not have  dissenters'  appraisal  rights
under  Delaware law in connection  with the merger because the holders of shares
of Qwest  common  stock  will not be  required  to accept any  consideration  in
respect of their shares of common stock and Qwest common stock will  continue to

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be listed on the Nasdaq at the  record  date and at the  closing of the  merger.
Except  in the  event  that  any  cash,  other  than  cash  received  in lieu of
fractional  shares,  is received by U S WEST  shareholders as  consideration  in
connection  with  the  merger,  holders  of U S WEST  common  stock  do not have
dissenters'  appraisal  rights under Delaware law in connection  with the merger
because the shares of Qwest  common  stock that the holders  will be entitled to
receive in the merger will be listed on the Nasdaq at the closing of the merger.

     If Qwest and U S WEST elect to pay a portion of the merger consideration in
cash, U S WEST  shareholders  will be entitled  under  Delaware law to appraisal
rights for their shares of U S WEST common  stock.  In that event,  any U S WEST
shareholder  who does not wish to accept the  consideration  provided for in the
merger  agreement has the right to demand  appraisal of, and to be paid the fair
market value for, the  shareholder's  shares of U S WEST common stock. The value
of the U S WEST common  stock for this purpose will exclude any element of value
arising from the accomplishment or expectation of the merger.                   

     In order for a U S WEST  shareholder to exercise his right to an appraisal,
if any, he must  deliver to U S WEST a written  demand for an  appraisal  of his
shares of U S WEST common stock as provided by Delaware law prior to the date of
the U S  WEST  meeting.  We  have  included  as  Annex  F to  this  joint  proxy
statement/prospectus   the  pertinent  provisions  of  Delaware  law  addressing
appraisal rights.                                                               

     Simply  voting  against  the  merger  will not be  considered  a demand for
appraisal  rights.  Any U S WEST  shareholder  who fails to send a demand to the
corporate  secretary  of U S WEST,  Inc.  at  1801  California  Street,  Denver,
Colorado  80202,  will  lose  the  right  to  an  appraisal.  In  addition,  any
shareholder who votes for the merger will lose the right to an appraisal.       

     The preceding  discussion is not a complete statement of the law pertaining
to appraisal rights under the Delaware General  Corporation Law and is qualified
in its  entirety by the full text of Section 262 which is attached as Annex F to
this joint proxy statement/prospectus.                                          

Federal Securities Laws Consequences; Stock Transfer Restriction                
Agreements                                                                      

     This joint  proxy  statement/prospectus  does not cover any  resales of the
Qwest  common  stock  to be  received  by  the  shareholders  of U S  WEST  upon
completion  of the merger,  and no person is  authorized to make any use of this
joint proxy statement/prospectus in connection with any such resale.            

     All shares of Qwest common stock received by U S WEST  shareholders  in the
merger will be freely  transferable,  except that shares of Qwest  common  stock
received  by  persons  who are deemed to be  "affiliates"  of U S WEST under the
Securities  Act of 1933, as amended,  at the time of the U S WEST meeting may be
resold by them only in transactions  permitted by Rule 145 under the 1933 Act or
as  otherwise  permitted  under  the 1933 Act.  Persons  who may be deemed to be
affiliates  of U S WEST for  such  purposes  generally  include  individuals  or
entities that control,  are  controlled by or are under common  control with U S
WEST and  include  directors  and  executive  officers  of U S WEST.  The merger
agreement  requires  that U S WEST use all  commercially  reasonable  efforts to
cause each of such affiliates to execute a written  agreement to the effect that
such persons will not offer,  sell or otherwise  dispose of any of the shares of
Qwest  common stock issued to them in the merger in violation of the 1933 Act or
the related SEC rules.                                                          

Accounting Treatment                                                            

     Qwest will account for the merger under the purchase  method of accounting,
with U S WEST being the acquiror for accounting  purposes.  Under this method of
accounting,  the assets and  liabilities of U S WEST will be brought  forward at
their net book values,  a new basis will be  established  for Qwest's assets and
liabilities and any excess of the  consideration  over the fair value of Qwest's
assets and  liabilities  will be  accounted  for as  goodwill.  The revenues and
expenses  of  U S  WEST  and  Qwest  will  be  consolidated  from  the  date  of
consummation of the merger. The pre-merger  historical results of operations and
financial condition of the combined company will represent those of U S WEST.   

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Legal Proceedings                                                               

     On July 22, 1999, a derivative action was filed by a purported  shareholder
of Qwest in the  District  Court for the City and  County of  Denver,  Colorado,
naming as defendants  Philip F. Anschutz and Qwest,  as nominal  defendant.  The
action is styled  Bornfreund v. Anschutz,  et al. The complaint  alleges,  among
other things, that, on the date of the closing of the sale and before the public
announcement  of the offer,  Mr.  Anschutz was aware of Qwest's  preparations to
propose  a formal  offer to  purchase  U S WEST,  that Mr.  Anschutz  failed  to
disclose any information regarding Qwest's planned offer, that Mr. Anschutz knew
that a formal Qwest offer to purchase U S WEST would  substantially  depress the
price of Qwest  common stock and that,  by selling  shares of Qwest common stock
prior to the announcement of the U S WEST merger proposal, Mr. Anschutz was able
to secure an illegal insider trading profit of over $437 million.  The plaintiff
seeks declarations,  among other things, that the lawsuit is properly maintained
as a derivative  action,  that Mr.  Anschutz has committed an abuse of trust and
has breached his fiduciary  and other duties to the plaintiff and to Qwest,  and
that Mr. Anschutz be required to disgorge all profits and gains he received as a
result of his actions  constituting unjust enrichment.  The plaintiff also seeks
an award of compensatory and punitive damages against Mr. Anschutz. These claims
are based on Mr.  Anschutz's  sale of  approximately  33 million shares of Qwest
common stock on May 27, 1999 pursuant to a definitive agreement that was entered
into on April 19, 1999. The defendants  believe that the claims  asserted in the
action are without merit and intend to vigorously defend the action.            

     The  following  four  actions  have  been  filed  against  U S WEST and the
directors of U S WEST in California, New York and Colorado: Adele Brody v. USWC,
et al. in Los Angeles  Superior Court on May 19, 1999;  Barnett Stepak and Byrna
Thistlethwaite  v. USW, et al. in the  Supreme  Court for the City and County of
New York on June 18, 1999;  and Pamela Cagan v. USWC, et al. and Lorraine  Lubow
v. USW,  et al.,  each  filed in the  District  Court for the City and County of
Denver  on May 18,  1999  and  May 25,  1999,  respectively.  Additionally,  the
following  eight actions have been filed against U S WEST and the directors of U
S WEST in the Court of Chancery for the State of Delaware:  Adele Brody v. USWC,
et al. on June 14,  1999;  Kenneth Elan v. USWC,  et al. on June 14, 1999;  H.A.
Family Trust v. USW, et al. on June 14, 1999; Jerome Kaplan, Kenneth Steiner and
Morris  Mondschein v. USW, et al. on June 15, 1999;  John Mizzaro v. USW, et al.
on June 14, 1999;  Joseph Orlian v. USW, et al. on June 18, 1999;  Bradley Reich
v. USW, et al. on June 16, 1999; and Stuart Werman and Lynn McFarlane,  Jtros v.
USW, et al. on July 13, 1999.  These actions are purported class actions brought
on behalf of all persons, other than the defendants, who own the common stock of
U S WEST against U S WEST and the directors of U S WEST.  Each of the complaints
makes  substantially  similar  allegations  that the  defendants  breached their
fiduciary  duties to the class  members by refusing to seek all bona fide offers
for U S WEST and  refusing  to consider  the Qwest  proposal,  resulting  in the
shareholders  being  prevented from  maximizing the value of their common stock.
The  complaints  seek  injunctive and monetary  relief,  including  orders:  (a)
requiring  defendants  to act in  accordance  with  their  fiduciary  duties  by
considering any bona fide proposal which would maximize  shareholder  value; (b)
requiring   the  directors  to  undertake  an  evaluation  of  U  S  WEST  as  a
merger/acquisition  candidate and take steps to enhance that value and create an
active auction for U S WEST; (c) preventing  defendants from using a shareholder
rights  plan to impede  any bona  fide  offer for U S WEST;  (d)  enjoining  the
consummation of the proposed  Global-U S WEST merger until all  alternatives are
explored;  (e)  requiring  defendants  to account  for all  damages  suffered by
plaintiffs as a result of  defendants'  actions with respect to the tender offer
for the shares of Global  common stock by U S WEST and the  proposed  Global-U S
WEST merger;  and (f)  requiring  defendants to pay damages to  plaintiffs.  The
defendants intend to vigorously defend these actions.                           

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Chapter One - The Merger                                                        

INTERESTS OF OFFICERS AND DIRECTORS IN THE MERGER 

     In  considering  the  recommendations  of the Qwest  Board and the U S WEST
Board with respect to the merger,  shareholders  of Qwest and U S WEST should be
aware that the  officers and  directors of Qwest and U S WEST have  interests in
the merger that are  different  from,  or in addition  to,  their  interests  as
shareholders of Qwest and U S WEST  generally.  The Qwest Board and the U S WEST
Board were aware of these interests and considered them, among other matters, in
approving the merger agreement and the  transactions  contemplated by the merger
agreement.                                                                      

Qwest Board; Management                                                         

     Qwest and U S WEST have  agreed in the  merger  agreement  that,  as of the
effective time of the merger,  the Qwest Board will consist of fourteen members,
seven of whom will be  designated  by Qwest and seven of whom will be designated
by U S WEST.  It is expected  that these  designees  will be  selected  from the
current Qwest and U S WEST  directors.  Qwest and U S WEST have also agreed that
Philip F.  Anschutz,  Chairman of the Qwest  Board,  will  become  Non-Executive
Chairman of the Qwest Board,  Joseph P.  Nacchio,  Chairman and Chief  Executive
Officer of Qwest,  will  continue as  Chairman  and Chief  Executive  Officer of
Qwest,  and  Solomon D.  Trujillo,  Chairman of the Board,  President  and Chief
Executive  Officer of U S WEST,  will become  Chairman of Qwest and President of
the broadband local and wireless division of Qwest.  Messrs.  Anschutz,  Nacchio
and Trujillo will together constitute the Office of the Chairman which will have
the authority described under "The Merger Agreement--Office of the Chairman."   

Indemnification; Directors' and Officers' Insurance                             

     See  "The  Merger  Agreement--Indemnification;   Directors'  and  Officers'
Insurance."                                                                     

Qwest's Stock Options                                                           

     A portion of the options  outstanding  under  Qwest's  option plans contain
change of control  provisions  that will give rise to  accelerated  vesting as a
result of the  merger.  In  addition,  under the terms of the merger  agreement,
Qwest may elect to accelerate  the vesting of stock options and/or growth shares
for up to 25  unspecified  individuals.  Any  outstanding  option under  Qwest's
option plans that is not exercised before the date the merger becomes  effective
will be  converted  into an  option to  purchase  common  stock of the  combined
company. The merger agreement also provides that Qwest will maintain its current
employee severance policy through the first year following the merger.          

     The  following  table shows the number of unvested  options held by Qwest's
executive  officers whose vesting will  accelerate as a result of the merger and
the estimated  value of such  options,  assuming the merger is completed on June
30, 2000.                                                                       

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                                                        [Enlarge/Download Table]


                                                                          Number of Unvested      Aggregate Value of  
                                                                           Qwest Options that    Unvested Options that
                                                                        Accelerate as a Result  Accelerate as a Result
                                         Name                              of the Merger(1)        of the Merger(2)   
                                         ----                           ----------------------  ----------------------
                                                                                                                      
Lewis O. Wilks......................................                                                                  
Stephen M. Jacobsen.................................                                                                  
Robert S. Woodruff..................................                                                                  
All other executive officers as a group.............                                                                  
-------------------                                                                                                   
<FN>                                                                                                                  
<F1>                                                                                                                  
(1) This represents the number estimated to be unvested as of June 30, 2000.                                          
<F2>                                                                                                                  
(2) The estimated value of unvested options shown in this table assumes a                                             
     hypothetical price of Qwest common stock of $___ per share.                                                      
</FN>                                                                                                                 

U S WEST's Stock and Stock Option Plans                                         

     As a result of the merger,  all  outstanding  options and restricted  stock
grants  awarded  under U S WEST's  Stock and  Stock  Option  Plans  prior to the
announcement  of the proposed  merger,  whether or not fully vested,  will, with
regard to options,  accelerate,  vest and become fully  exercisable,  and, will,
with regard to restricted  stock,  become  unrestricted and freely  transferable
subject to restrictions  under the federal  securities  laws. Any option that is
not exercised  before the date the merger  becomes  effective  will be converted
into an  immediately  exercisable  option  to  purchase  common  stock  of Qwest
following  the  merger.  Under  the  merger  agreement,  U S  WEST  may,  in its
discretion,  accelerate  the  vesting  of  options  and  restricted  stock of an
employee, who is not necessary for the operations prior to the effective date of
the merger, in the event such employee is terminated without cause,  resigns for
good reason prior to the  effective  date of the merger,  or  otherwise,  in the
discretion of U S WEST's Chief Executive Officer.                               

     The following table shows the number of unvested  options and the estimated
value of unvested options that will become  exercisable and the number of shares
of restricted  stock which become  unrestricted  for  executive  officers of U S
WEST, assuming the merger is completed on June 30, 2000.                        

                                                        [Enlarge/Download Table]

                                                 Number of Unvested       Aggregate Value of       Number of    
                     Name                        U S WEST Options(1)      Unvested Options(2)  Restricted Shares
                     ----                       --------------------     --------------------  -----------------
                                                                                                                
Solomon D. Trujillo...........................                                                                  
Mark Roellig..................................                                                                  
James A. Smith................................                                                                  
Allan R. Spies................................                                                                  
Gregory M. Winn...............................                                                                  
All other executive officers as a group.......                                                                  
-------------------                                                                                             
<FN>                                                                                                            
<F1>                                                                                                            
(1) The number of unvested U S WEST options estimated to be outstanding as of                                   
     June 30, 2000.                                                                                             
<F1>                                                                                                            
(2)  The  estimated  value of  unvested  options  shown in this table  assumes a                                
     hypothetical price of U S WEST common stock of $69 per share.                                              
</FN>                                                                                                           

   Unvested  options and restricted stock awarded to U S WEST directors prior to
the announcement of the proposed merger will also vest and become               
unrestricted.                                                                   

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U S WEST Long-Term Incentive Plan                                               

     The U S WEST Long-Term  Incentive Plan (the "U S WEST LTIP") is intended to
provide key  executives of U S WEST with incentive  compensation  based upon the
sum of  regular  cash  dividends,  if  any,  paid  on U S WEST  stock,  and  the
achievement of pre-established,  objective performance goals.  Eligibility under
this plan is limited to executives and key employees of U S WEST selected by the
Human Resources  Committee of the U S WEST Board. The Human Resources  Committee
assigns  dividend  equivalent  units  ("DEUs") to  participants  with respect to
three-year  performance  periods.  Each DEU  represents  the right to receive an
amount  equal to  cumulative  dividends  paid on U S WEST common  stock during a
performance period,  multiplied by a percentage representing the extent to which
U S WEST achieves certain performance goals based on financial results, revenue,
productivity and efficiency,  service and customer care, employee  satisfaction,
and customer performance.                                                       

     As a result of the  merger,  for any DEUs  issued in any  calendar  year(s)
prior to the change of control (which is the effective date of the merger),  the
total dividend  payout shall be determined as if the change of control  occurred
on the date on which the  pre-set  performance  period is  scheduled  to end, as
described in the plan. For any DEUs issued in the calendar year of the change of
control (i.e.,  the year 2000),  the total dividend payout will be determined as
if the change of control  occurred on the date on which the pre-set  performance
period is scheduled to end,  calculated on a pro rata basis for the time elapsed
in that  calendar  year.  The value of  dividends  yet to be paid in any current
performance  period  shall be valued at the amount of the most  recent  dividend
paid prior to the change of control,  and assuming that dividends would continue
to be paid  for the  full  duration  of such  performance  period  with the same
frequency  as prior to the  change  of  control.  As a result  of the  change of
control, the performance goals shall be deemed to have been met in full, and the
participants  are to be paid  immediately  in shares  of  common  stock or their
equivalent.  The table below shows DEUs granted to named executive officers of U
S WEST in 1998  and the  maximum  future  payout  at the  effective  time of the
merger.                                                                         

                                                        [Enlarge/Download Table]

                                                                 Estimated Future Payments Under             
                                                                   Non-Stock Priced-Based Plan(1)            
                                                                 --------------------------------            
                                                 Performance                                                 
                                                 Period Until                                                
                                  Number of       Maturation                                                 
Name                                Units         or Payout         Threshold       Target($)      Maximum($)
----                              ---------      ------------       ---------       ---------      ----------
                                                                                                             
Solomon D. Trujillo......1998                                                                                
Gregory M. Winn..........1998                                                                                
Allan R. Spies...........1998                                                                                
Mark Roellig.............1998                                                                                
James A. Smith...........1998                                                                                
-------------------                                                                                          
<FN>                                                                                                         
<F1>                                                                                                         
(1)  Estimated  future  payouts  assume a quarterly  dividend rate of $0.535 per                             
     share over the performance  period.  Any changes to the quarterly  dividend                             
     rate would vary the payouts.                                                                            
</FN>                                                                                                        

U S WEST Executive Short-Term Incentive Plan                                    

     The U S WEST  Executive  Short-Term  Incentive  Plan (the "U S WEST ESTIP")
provides  certain officers with the opportunity to earn annual cash awards based
upon the accomplishment of corporate objectives and individual  contributions to
business results.  Eligibility under this plan is limited to the Chief Executive
Officer of U S WEST and any  individuals  employed by U S WEST at the end of any
calendar year who appear in the summary  compensation table of U S WEST's annual
proxy statement to  shareholders  for that year. In U S WEST's 1999 annual proxy
statement,  Messrs.  Trujillo, Winn, Spies, Roellig and Smith were listed in the
summary  compensation  table.  The  individuals  listed  in U S  WEST's  summary
compensation  table reflecting 1999 compensation may be different.  Participants
in this  plan  are  eligible  to  receive  equal  shares  of a cash  bonus  pool
established annually.                                                           

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The cash bonus pool for any performance  period (January 1 through  December 31)
will be  one-quarter  of one  percent  (0.25%)  of cash  provided  by  operating
activities  for U S  WEST  and  its  consolidated  subsidiaries,  determined  in
accordance with the standards of the Financial  Accounting Standards Board, less
any amounts that the Human Resources Committee of U S WEST deems appropriate.   

     As a result of the merger,  the  performance  period that will  commence on
January 1, 2000 will end early on the  effective  date of the merger  instead of
December 31, 2000. Each participant's share of the cash bonus will be determined
in accordance with the terms of the U S WEST ESTIP and each  participant will be
paid his or her share of the cash bonus pool. Based on 1999 ESTIP opportunities,
we currently  estimate a target pay of $_____ for Mr.  Trujillo,  $_____ for Mr.
Winn, $______ for Mr. Spies, $_____ for Mr. Roellig and $____ for Mr. Smith.    

Retention Bonuses                                                               

     U S WEST and Qwest have agreed in the merger agreement to adopt a retention
bonus program within thirty days after the signing of the merger agreement.  The
bonus program may consist of cash payments, equity or other economic incentives.

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Chapter One - The Merger                                                        

THE MERGER AGREEMENT  

     The following  summary of the merger agreement is qualified by reference to
the complete text of the merger  agreement,  which is  incorporated by reference
and attached as Annex A.                                                        

Structure of the Merger                                                         

     Under the merger  agreement,  U S WEST will merge with and into Qwest, with
Qwest continuing as the surviving corporation.                                  

Timing of Closing                                                               

     The closing  will occur as soon as  practicable  after the  conditions  set
forth in the merger agreement have been satisfied or waived.  We expect that, as
promptly as practicable after the closing,  we will file a certificate of merger
with the  Secretary of State of the State of Delaware,  at which time the merger
will become effective.                                                          

Merger Consideration                                                            

     The merger  agreement  provides  that each share of U S WEST  common  stock
outstanding  immediately  prior to the effective time of the merger will, at the
effective time of the merger, be converted into the right to receive, subject to
the  collar and the cash  option  described  below,  a number of shares of Qwest
common stock equal to $69 divided by the  "Average  Price." The number of shares
of Qwest  common  stock to be  received  per share of U S WEST  common  stock is
referred to in this joint proxy  statement/prospectus  as the "exchange  ratio."
However,  any shares of U S WEST common stock held by U S WEST as treasury stock
or owned by Qwest will be canceled without any payment for those shares.  Shares
held in U S WEST's employee pension and compensation plans will be deemed issued
and  outstanding  and will not be treated as  treasury  stock for this  purpose.
"Average Price" means the average of the volume weighted averages of the trading
prices of Qwest  common stock on the Nasdaq  National  Market for the 15 trading
days  randomly  selected  by lot by  Qwest  and U S WEST  together  from  the 30
consecutive  trading days ending on the third trading day immediately  preceding
the date on which all the  conditions  to the closing of the merger  (other than
conditions  that, by their terms,  cannot be satisfied until the closing date so
long  as it is  reasonably  apparent  that  such  conditions  will be able to be
satisfied on the closing date) have been satisfied or waived.                   

     The value of the  consideration  received by U S WEST shareholders for each
of their  shares  will  remain at $69 so long as the  Average  Price is  between
$28.26 and $39.90.  If the Average Price is below $28.26, U S WEST  shareholders
will  receive (and the  exchange  ratio will equal),  subject to the cash option
described  below,  2.44161 shares of Qwest common stock for each of their shares
of U S WEST. If the Average Price is above $39.90,  U S WEST  shareholders  will
receive (and the exchange ratio will equal) 1.72932 shares of Qwest common stock
for each of their shares of U S WEST. If the Average  Price is below $22.00,  or
if the  closing  price  of  Qwest  common  stock  is  less  than  $22.00  for 20
consecutive trading days before the merger is completed,  U S WEST may choose to
terminate the merger agreement (these circumstances are sometimes referred to as
U S WEST's "Walkaway Point").                                                   

     It is not  possible  to know  until  the  date on which  we  calculate  the
exchange ratio if the Average Price of Qwest common stock during the measurement
period  will be less than  $22.00.  It is likewise  not  possible to know if the
closing price of Qwest common stock will be less than $22.00 for 20  consecutive
trading days at any point prior to the consummation of the merger.  The U S WEST
Board has not  decided  whether it would  exercise  its right to  terminate  the
merger  agreement if the Walkaway Point were reached.  We cannot predict whether
the U S WEST Board will exercise its right to terminate the merger  agreement if
the Walkaway Point were reached.                                                

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Chapter One - The Merger                                                        

     Adoption of the merger  agreement by U S WEST  shareholders at the U S WEST
meeting  will give the U S WEST Board the power to  complete  the merger even if
the  Average  Price is less  than  $22.00  without  any  further  action  by, or
resolicitation of, the U S WEST shareholders.                                   

     The following table  illustrates the number of shares of Qwest common stock
which U S WEST  shareholders  will receive per share of U S WEST common stock at
different  Average  Prices and the value of these  shares  based on the  Average
Price:                                                                          

                                                                [Download Table]

                                                                         

                                                            Total Value  
                        Average            Exchange         per U S WEST 
                         Price               Ratio             Share     
                        -------            --------          ------------

                         $46.00             1.72932              $79.55  
                          44.00             1.72932               76.09  
                          42.00             1.72932               72.63  
                          40.00             1.72932               69.17  
Top of Collar......       39.90             1.72932               69.00  
                          38.70             1.78300               69.00  
                          38.00             1.81579               69.00  
                          34.00             2.02941               69.00  
                          32.00             2.15625               69.00  
                          30.00             2.30000               69.00  
Bottom of Collar...       28.26             2.44161               69.00  
                          26.00             2.44161               63.48  
                          24.00             2.44161               58.60  
Walkaway Point.....       22.00             2.44161               53.72  


     Note that the number of shares of Qwest  common  stock that you  receive in
the merger will be based upon the Average Price, which will be an average market
price over 15 randomly  selected  trading  days during a 30- day pricing  period
prior to closing and will not be based on the  closing  price per share of Qwest
common stock on the closing  date.  The Average  Price can,  and probably  will,
differ from the trading  price of the Qwest  common stock on the closing date of
the merger.                                                                     

     The total value per U S WEST share does not represent the actual cash value
per share of Qwest  common  stock that you could  expect to receive from selling
the shares of Qwest common  stock that you will receive in the merger.  The cash
value may be  greater  than the total  value per U S WEST share or less than the
total value per U S WEST share,  and the cash value will in any case change over
time.  The cash amount mainly  depends upon the trading price per share of Qwest
common  stock when you sell the Qwest  shares.  The  trading  price per share of
Qwest common stock will vary depending upon the factors that generally influence
the trading prices of securities.                                               

     You may call xxx-xxx-xxxx anytime after _______, __________, 1999 until the
merger closes to hear a tape recorded message stating what the exchange ratio in
the merger would be if the Average  Price were equal to the most recent  closing
price of Qwest common stock.                                                    

     If the Average Price is less than $38.70, Qwest may elect, two trading days
before the  closing,  to pay each U S WEST  shareholder  a portion of the merger
consideration  in cash  instead of in Qwest  common  stock.  If a portion of the
merger  consideration is paid in cash, U S WEST and Qwest will jointly determine
the amount of the merger consideration to be paid in cash by considering (1) U S
WEST's  desire to provide a meaningful  cash element for its  shareholders,  (2)
Qwest's  desire to reduce  dilution to its  shareholders  and (3) both  parties'

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desire to maintain a strong  financial  position  for the combined  company.  If
Qwest elects to pay cash,  each holder of U S WEST common stock will receive for
each share of U S WEST common stock:                                            

     o    a  number  of  shares  of Qwest  common  stock  equal to the  "True Up
Exchange Ratio"; and                                        

o    an amount in cash equal to the "Per Share Cash True Up."         

     "Per Share Cash True Up" means the quotient of (x) the aggregate amount the
"Cash Amount" divided by (y) the number of outstanding shares of U S WEST common
stock.                                                                          

     "Cash  Amount"  means the  aggregate  amount of cash to be paid to U S WEST
shareholders  as mutually  agreed upon by U S WEST and Qwest,  which amount will
not be greater than the product of (x) the difference between the exchange ratio
and 1.783 multiplied by (y) the number of outstanding  shares of U S WEST common
stock  multiplied  by (z) (I) if the Average  Price is greater  than or equal to
$28.26,  the  Average  Price or (II) if the Average  Price is less than  $28.26,
$28.26.                                                                         

     "True Up Exchange  Ratio" means the quotient of (x) the difference  between
$69 and the Per Share Cash True Up divided  by (y) (I) if the  Average  Price is
greater than or equal to $28.26,  the Average Price or (II) if the Average Price
is less than $28.26, $28.26.                                                    

     For example,  assuming the Average  Price is _____,  and Qwest and U S WEST
agree  that Qwest will pay  $_____ of the  merger  consideration  in cash,  each
shareholder of U S WEST common Stock will receive, for each share, [____] shares
of Qwest common stock and [____] in cash.                                       

     The following table  illustrates the number of shares of Qwest common stock
and the amount of cash which U S WEST shareholders will receive per share of U S
WEST common stock at different Average Prices, and the total value of this stock
and cash based upon the Average Price,  assuming Qwest and U S WEST elect to pay
the maximum amount of cash which could be paid at each Average Price:           

                                                                [Download Table]

                                    True Up                 Total Value 
                          Average  Exchange   Per Share    per U S WEST 
                           Price    Ratio    Cash True Up       Share   
                          -------  --------  ------------  -------------
                                                                        
                          $46.00    1.72932  $0.00          $79.55      
                           44.00    1.72932   0.00           76.09      
                           42.00    1.72932   0.00           72.63      
                           40.00    1.72932   0.00           69.17      
Top of Collar............  39.90    1.72932   0.00           69.00      
                           38.70    1.78300   0.00           69.00      
                           38.00    1.78300   1.25           69.00      
                           34.00    1.78300   8.38           69.00      
                           32.00    1.78300  11.94           69.00      
                           30.00    1.78300  15.51           69.00      
Bottom of Collar.........  28.26    1.78300  18.61           69.00      
                           26.00    1.78300  18.61           64.97      
                           24.00    1.78300  18.61           61.40      
Walkaway Point...........  22.00    1.78300  18.61           57.84      

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Treatment of U S WEST Stock Options                                             

     At the effective time of the merger, each outstanding  option,  warrant and
other right granted by U S WEST to purchase shares of U S WEST common stock will
be  converted  into an option,  warrant or other right to acquire  Qwest  common
stock that,  except as  described in the next  sentence,  has the same terms and
conditions  as the U S WEST  stock  option,  warrant  or right  had  before  the
effective  time of the merger.  The number of shares that the new Qwest  option,
warrant or right will be exercisable for and the exercise price of the new Qwest
option,  warrant or right will be adjusted to reflect the exchange  ratio in the
merger.  To the extent the merger  consideration  includes a cash  payment,  the
shares  subject to and the exercise price and such other terms and conditions of
each U S WEST option, warrant or right will be adjusted pursuant to the terms of
such option,  warrant or right or in accordance  with the provisions of any plan
or agreement  applicable to such option,  warrant or right so as to preserve the
economic benefit of such cash payment for the holders of such option, warrant or
right without negative effect on such holders' interest.                        

Exchange of Shares                                                              

     Qwest will appoint an exchange agent to handle (1) the exchange of U S WEST
stock in the  merger  for Qwest  stock,  (2) the  payment of cash as part of the
merger  consideration,  if applicable,  and (3) the transfer of cash to U S WEST
shareholders  instead of fractional shares of Qwest common stock. Soon after the
effective time of the merger, the exchange agent will send to each holder of U S
WEST  common  stock  a  letter  of  transmittal  for  use  in the  exchange  and
instructions  explaining  how to  surrender U S WEST stock  certificates  to the
exchange agent.  Holders of certificates  representing shares of U S WEST common
stock that surrender their  certificates to the exchange agent,  together with a
properly completed letter of transmittal,  and holders of uncertificated  shares
of U S WEST common stock that deliver to the exchange agent a properly completed
letter of transmittal will receive the appropriate merger consideration. Holders
of  unexchanged  shares of U S WEST common stock will not be entitled to receive
any dividends or other  distributions  payable by Qwest after the effective time
of the merger  until their  certificates  are  surrendered  or, with  respect to
uncertificated  shares,  until a properly  completed  letter of  transmittal  is
delivered to the exchange agent.                                                

     Qwest  will not issue any  fractional  shares in the  merger.  Instead,  as
promptly as practicable following the effective time of the merger, the exchange
agent will sell the "Excess  Shares" of Qwest  common  stock at then  prevailing
prices on the Nasdaq National Market. "Excess Shares" means the number of shares
of  Qwest  common  stock  delivered  by  Qwest to the  exchange  agent  over the
aggregate  number of shares of Qwest common stock to be  distributed to U S WEST
shareholders.  Qwest has the option,  in lieu of the issuance and sale of Excess
Shares, to pay the exchange agent an amount sufficient for the exchange agent to
pay each U S WEST  shareholder the amount such holder would have received if the
sales of Qwest  common  stock were made at a price  equal to the  average of the
closing prices of the Qwest common stock on the Nasdaq  National  Market for the
ten  consecutive  trading days  immediately  following the effective time of the
merger.  As soon as practicable after the determination of the amount of cash to
be paid to U S WEST shareholders with respect to any fractional share interests,
holders of U S WEST common stock will receive a cash payment  equal to the value
of their fractional shares.                                                     

Qwest Board and Board Committees                                                

     After the merger, the initial Qwest Board will consist of fourteen members,
seven of whom will be  designated  by Qwest and seven of whom will be designated
by U S WEST.  Additionally,  each Qwest Board committee will consist of an equal
number  of U S WEST and  Qwest  Board  designees.  The  by-law  provisions  that
implement the board structure,  including the establishment of the Office of the
Chairman  described below, will survive for three years after the effective time
of the merger and during such period may not be changed except with the approval
of 75% of the Qwest Board.                                                      

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Office of the Chairman                                                          

     After the  effective  time of the merger,  Qwest will have an Office of the
Chairman   which  will   consist   of  three   members:   the  Chief   Executive
Officer/Chairman of U S WEST, the Chief Executive  Officer/Chairman of Qwest and
Philip F. Anschutz.  The Office of the Chairman will, through one of its members
so designated, chair all meetings of the Qwest Board and will have the exclusive
power and final  authority  with  respect  to  decisions  relating  to  material
acquisitions  and  dispositions,  the approval of any merger,  consolidation  of
similar  transactions,  the allocation of capital resources,  the termination of
any of the eight most senior  executive  officers  of Qwest  (other than the two
officers  who are also  members  of the  Office  of the  Chairman)  and  general
corporate  strategy.  The Office of the Chairman  will take action by a majority
vote among its three members. Any member of the Office of the Chairman will have
the right to bring any decision of the Office of the Chairman to the Qwest Board
for its consideration.                                                          

Executive Officers                                                              

     Upon  the  closing  of  the  merger,   Philip  F.   Anschutz  will  be  the
Non-Executive  Chairman of Qwest,  Joseph P.  Nacchio will be Chairman and Chief
Executive Officer of Qwest and Solomon D. Trujillo will be Chairman of Qwest and
President of the broadband local and wireless division of Qwest. For a period of
one  year  following  the  closing  of  the  merger,   the  twenty  most  senior
policy-making   executive  officers  of  Qwest  will  be  substantially  equally
represented  by officers of Qwest and U S WEST.  Each of these twenty  executive
officers  of Qwest and U S WEST will be  mutually  agreed  upon by Qwest and U S
WEST prior of the closing of the merger.                                        

Certain Covenants                                                               

     Each of Qwest and U S WEST has undertaken  certain  covenants in the merger
agreement. The following summarizes the more significant of these covenants.    

     No  Solicitation.  U S WEST and  Qwest  have  agreed  that  they and  their
subsidiaries and their officers, directors, employees and advisers will not take
action  to  solicit  or  encourage  an  offer  for  an  alternative  acquisition
transaction  involving  U S WEST or  Qwest  of a nature  defined  in the  merger
agreement.                                                                      

     Restricted  actions include  engaging in any discussions with or furnishing
any  information  to a potential  bidder,  or knowingly  taking any other action
designed to facilitate  an  alternative  transaction.  Qwest or U S WEST, as the
case may be, is  permitted to take these  actions in response to an  unsolicited
offer,  however, if the unsolicited offer is made prior to the time that the U S
WEST or Qwest shareholder approval, as the case may be, is obtained and if prior
to taking any of these actions: (1) the Qwest or U S WEST Board, as the case may
be,  determines  in good faith that  taking any of these  actions is  reasonably
likely to result in a superior proposal,  and (2) U S WEST or Qwest, as the case
may  be,  receives  from  such  person  an  executed  confidentiality  agreement
substantially similar to the existing confidentiality agreement between U S WEST
and Qwest.                                                                      

     Each of U S WEST and Qwest must keep the other  reasonably  informed of the
status and details of any offer.                                                

     U S WEST Board's  Covenant to  Recommend.  The U S WEST Board has agreed to
recommend  the  approval  and  adoption  of the merger  agreement  to U S WEST's
shareholders.  However, the U S WEST Board is permitted to withdraw or to modify
in a manner  adverse  to Qwest  this  recommendation  if (1) the U S WEST  Board
determines in good faith, based in part on the advice of a nationally recognized
financial advisor,  that an unsolicited  acquisition proposal is superior to the
merger and (2) the U S WEST Board has given  Qwest five  business  days to match
the superior proposal.                                                          

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     Qwest  Board's  Covenant  to  Recommend.  The  Qwest  Board  has  agreed to
recommend the approval of the merger agreement to Qwest's shareholders. However,
the Qwest Board is permitted to withdraw or to modify in a manner adverse to U S
WEST this  recommendation if (1) the Qwest Board determines in good faith, based
in part on the advice of a  nationally  recognized  financial  advisor,  that an
unsolicited acquisition proposal is superior to the merger with U S WEST and (2)
the Qwest  Board has given U S WEST  five  business  days to match the  superior
proposal.                                                                       

     Covenant to Hold  Shareholder  Meetings.  Qwest and U S WEST have agreed to
submit the merger and the merger agreement to their shareholders at the meetings
even if their boards of directors no longer  recommend  approval and adoption of
the merger and the merger agreement.                                            

     Interim  Operations of Qwest and U S WEST.  Qwest and U S WEST are required
to conduct their business in the ordinary  course  consistent with past practice
until the effective time of the merger and, subject to certain  exceptions,  may
not engage in certain material  transactions during this period such as material
acquisitions or dispositions and issuances or repurchases of stock.             

     Cooperation Covenant. Qwest and U S WEST have agreed to cooperate with each
other to take all actions and do all things  necessary  or  advisable  under the
merger  agreement  and  applicable  laws to  complete  the  merger and the other
transactions contemplated by the merger agreement.                              

     Indemnification and Insurance of Qwest and U S WEST Directors and Officers.
The merger agreement provides that for six years after the effective            
time of the merger:                                                             

     o    Qwest  will  maintain  in  effect  the  current  provisions  regarding
          indemnification of officers and directors contained in the charter and
          bylaws of U S WEST and Qwest and each of their respective subsidiaries
          and any directors, officers or employees indemnification agreements of
U S WEST and Qwest and their respective subsidiaries;       

     o    Qwest will maintain in effect the current  policies of directors'  and
          officers'   liability  insurance  and  fiduciary  liability  insurance
          maintained by U S WEST and Qwest,  respectively (except that Qwest may
          substitute policies which are, in the aggregate,  no less advantageous
          to the insured in any material respect) with respect to claims arising
          from facts or events which occurred on or before the effective time of
the merger; and                                             

     o    Qwest will indemnify the directors and officers of U S WEST and Qwest,
          respectively,  to the fullest  extent to which they are  permitted  to
          indemnify such officers and directors under their respective  charters
and bylaws and applicable law.                              

     Certain  Other  Covenants.  The  merger  agreement  contains  other  mutual
covenants  of the  parties  that are typical  for a  transaction  similar to the
merger.                                                                         

Representations and Warranties                                                  

     The merger agreement contains substantially reciprocal  representations and
warranties made by Qwest and U S WEST customary for a transaction similar       
to the merger.                                                                  

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Conditions to the Completion of the Merger                                      

     The obligations of Qwest and U S WEST to complete the merger are subject to
the satisfaction or waiver of the following conditions:                         

o    approval of the merger by the Qwest and U S WEST shareholders;   

o    expiration of the Hart-Scott-Rodino Act waiting period;          

o    absence of a legal prohibition on completion of the merger;      

     o    absence of an imposition by any regulatory authority of any condition,
          requirement or restriction that would reasonably be expected to have a
          material adverse effect on the combined  company after the merger,  or
          would  result in a reduction  in  aggregate  revenues of Qwest and U S
          WEST on a pro forma,  combined basis or require a capital  investment,
in each case in excess of certain amounts;                  

     o    receipt  by each  party of  consents  or  approvals  from  any  person
          required  for  completion  of the  merger,  except for those which the
          failure to obtain would not have a material adverse effect on Qwest or
U S WEST;                                                   

     o    approval for the listing on the Nasdaq  National  Market of the shares
of Qwest common stock to be issued in the merger;           

     o    receipt by Qwest and U S WEST of  opinions  from Davis Polk & Wardwell
          and Cadwalader,  Wickersham & Taft, respectively, that the merger will
qualify as a tax-free reorganization;                       

     o    receipt by U S WEST of the opinion of  Cadwalader,  Wickersham  & Taft
          that the  merger  will not affect the  tax-free  qualification  of the
          prior  spin-off of U S WEST and  delivery of a copy of that opinion to
Qwest;                                                      

     o    accuracy as of closing of the  representations  and warranties made by
          the other  party to the  extent  specified  in the  merger  agreement,
          except  for  such  inaccuracies  which  in  the  aggregate  would  not
          reasonably be expected to result in a material  adverse  effect to the
other party;                                                

     o    performance  in all  material  respects  by  the  other  party  of the
          obligations required to be performed by it at or prior to closing; and

     o    receipt by each party of a  certificate  from the other  party that it
has complied with the prior two bullet points.              

Termination of the Merger Agreement                                             

     Right to  Terminate.  The merger  agreement  may be  terminated at any time
prior to the effective time of the merger in any of the following circumstances:

     o    The merger  agreement may be terminated by mutual  written  consent of
Qwest and U S WEST.                                         

     o    The merger agreement may be terminated by either Qwest or U S WEST if:

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     o    the merger has not been completed by July 30, 2000. However, that date
          is  automatically  extended  to  December  31,  2000 if the reason the
          merger has not been  completed  by July 30, 2000 is the failure of the
          regulatory   conditions  specified  in  the  merger  agreement  to  be
satisfied; or                                               

     o    Qwest or U S WEST shareholders fail to give the necessary  approval of
the merger at a duly held meeting; or                       

     o    there is a final and  nonappealable  legal  prohibition to closing the
merger; or                                                  

     o    the board of directors  of the other party  withdraws or modifies in a
          manner adverse to the party seeking to terminate the merger  agreement
          its  approval  or  recommendation  of  the  merger  or  recommends  an
alternative acquisition transaction; or                     

     o    the other party  breaches or fails to perform in any material  respect
          any of its representations,  warranties, covenants or other agreements
          in a manner that  renders a related  closing  condition  incapable  of
being satisfied by July 30, 2000.                           

o    The merger agreement may be terminated by U S WEST if:           

     o    the  average  price of Qwest  common  stock  on 15  randomly  selected
          trading  days during the 30 trading day  pricing  period  prior to the
closing is less than $22.00; or                             

     o    at any time prior to the  completion of the merger,  the closing price
          for Qwest common  stock on NASDAQ is below  $22.00 for 20  consecutive
trading days.                                               

     Neither Qwest nor U S WEST can terminate the merger agreement if the merger
has not been completed by July 30, 2000 (or December 31, 2000, as applicable) if
its failure to fulfill in any material respect its obligations  under the merger
agreement has resulted in the failure to complete the merger.                   

     If the merger  agreement is validly  terminated,  the agreement will become
void  without  any  liability  on the part of any party  unless such party is in
willful breach of the merger  agreement.  However,  the provisions of the merger
agreement   relating  to  expenses  and   termination   fees,  as  well  as  the
confidentiality agreement entered into between Qwest and U S WEST, will continue
in effect notwithstanding termination of the merger agreement.                  

     Although  the Qwest and U S WEST  Boards are  entitled  to  withdraw  their
recommendations  of the merger in response to a superior  acquisition  proposal,
neither  Qwest nor U S WEST is permitted to  terminate  the merger  agreement to
accept a superior acquisition proposal made by a third party. Accordingly, it is
expected  that the Qwest and U S WEST meetings will be held even if Qwest or U S
WEST receives a superior acquisition proposal from a third party.               

     Termination  Fees  Payable by U S WEST.  U S WEST has agreed to pay Qwest a
cash amount equal to $850 million in any of the following circumstances:        

     o    Qwest  terminates  the  merger  agreement  because  the U S WEST Board
          withdraws  or  modifies in a manner  adverse to Qwest its  approval or
          recommendation of the merger or recommends an alternative  acquisition
transaction; or                                             

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     o    the merger  agreement is terminated after the shareholders of U S WEST
          fail to approve the merger  and,  prior to such  termination,  the U S
          WEST  Board  withdrew  or  modified  in a manner  adverse to Qwest its
          approval or recommendation of the merger or recommended an alternative
acquisition transaction; or                                 

     o    the merger agreement is terminated  because the U S WEST  shareholders
fail to approve the merger and:                             

     o    at any time prior to the U S WEST  shareholder  vote there had been an
          offer or proposal for an alternative  acquisition  transaction  for at
least 50% of U S WEST; and                                  

     o    within  12  months  of  such  termination,  U S WEST  enters  into  an
          agreement  with  any  third  party  with  respect  to  an  alternative
transaction; or                                             

     o    Qwest terminates the merger agreement  because U S WEST fails to honor
its non-solicitation obligations.                           

     Termination Fees Payable by Qwest.  Qwest has agreed to pay U S WEST a cash
amount equal to $850 million in any of the following circumstances:             

     o    U S WEST  terminates  the merger  agreement  because  the Qwest  Board
          withdraws or modifies in a manner  adverse to U S WEST its approval or
          recommendation of the merger or recommends an alternative  acquisition
transaction; or                                             

     o    the merger  agreement is terminated  after the  shareholders  of Qwest
          fail to approve the merger and, prior to such  termination,  the Qwest
          Board  withdrew  or  modified  in a  manner  adverse  to U S WEST  its
          approval or recommendation of the merger or recommended an alternative
acquisition transaction; or                                 

     o    the merger agreement is terminated because the Qwest shareholders fail
to approve the merger and:                                  

     o    at any time  prior to the  Qwest  shareholder  vote  there had been an
          offer or proposal for an alternative  acquisition  transaction  for at
least 50% of Qwest; and                                     

     o    within 12 months of such  termination,  Qwest enters into an agreement
       with any third party with respect to an alternative transaction; or

     o    U S WEST terminates the merger agreement  because Qwest fails to honor
its non-solicitation obligations.                           

     Payments to Global in  connection  with the  Termination  of the Global-U S
WEST Merger Agreement and Related Matters. Immediately before the signing of the
merger  agreement,  U S  WEST  and  Global  agreed  to  terminate  their  merger
agreement.  In  connection  with the  termination  of the Global-U S WEST merger
agreement,  U S WEST paid Global $140  million in cash and  2,231,076  shares of
Global  common  stock,  Qwest  loaned $140 million in cash to U S WEST and Qwest
entered into an agreement  to buy $140 million in services  from Global.  If the
merger  agreement  between  Qwest  and U S WEST is  terminated,  Qwest  will not
receive  repayment  from U S WEST of its $140  million  loan  and  will  have to
deliver to U S WEST the same number of shares of Global  common stock  delivered
to Global by U S WEST (or pay their market value in cash at such time). However,
if the  termination  of the merger  agreement is the result of U S WEST changing
its  recommendation  of the  merger,  U S WEST  will be  obligated  to repay $70
million  (plus  interest  at LIBOR plus .15%) in cash to Qwest and will  receive
only  1,115,538  shares of Global common stock (or their market value in cash at
such time) from Qwest.  No other payments have been made in connection  with the
termination of the Global-U S WEST merger agreement.                            

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Other Expenses                                                                  

     All expenses  incurred by Qwest and U S WEST in connection  with the merger
agreement and the transactions contemplated by the merger agreement will be paid
by the party incurring such expenses, except that expenses incurred by Qwest and
U  S  WEST   in   connection   with   the   printing   of   this   joint   proxy
statement/prospectus  and the filing of the registration statement in which this
joint proxy statement/prospectus is included will be shared equally by Qwest and
U S WEST.                                                                       

Amendments and Waivers                                                          

     Amendments.  Any provision of the merger  agreement may be amended prior to
the  effective  time of the merger if the  amendment is in writing and signed by
Qwest  and U S  WEST.  After  the  approval  of  the  merger  agreement  by  the
shareholders of either Qwest or U S WEST, no amendment may be made which would: 

     o    alter or change the amount or kinds of consideration to be received by
       the holders of U S WEST common stock upon completion of the merger;

o    alter or change any term of the Qwest or U S WEST charter; or    

     o    alter  or  change  any of  the  terms  and  conditions  of the  merger
          agreement  if such  alteration  or change would  adversely  affect the
      holders of any class or series of securities of Qwest or U S WEST.

     Waiver. At any time before the effective time of the merger, by a waiver in
writing and signed by the party against whom the waiver is to be effective,  any
party may:                                                                      

     o    extend the time for the performance of any of the obligations or other
acts of the other party;                                    

     o    waive any inaccuracies in the representations and warranties contained
in the merger agreement; or                                 

     o    waive compliance with any of the agreements or conditions contained in
the merger agreement.                                       

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VOTING AGREEMENT  

     In connection with the merger agreement, U S WEST has entered into a voting
agreement with Anschutz Company and Anschutz Family Investment  Company LLC, two
shareholders  of  Qwest  common  stock.  The  following  summary  of the  voting
agreement  is  qualified  by  reference  to the  complete  text  of  the  voting
agreement, which is incorporated by reference and attached as Annex B.          

Agreement to Vote                                                               

     Under the terms of the voting agreement, each of the shareholders agrees to
vote its shares of Qwest common  stock in favor of approval of the  transactions
contemplated  by the merger  agreement  and  against any  competing  acquisition
proposal  involving Qwest,  against any action that could reasonably be expected
to impede  consummation of the merger, and in favor of the election of directors
to the Qwest Board as contemplated by the merger agreement.                     

Restrictions on Transfer                                                        

     Under the terms of the voting  agreement,  each shareholder is free to sell
or otherwise  transfer its shares of Qwest common stock;  provided that, subject
to the exception  described in the next sentence,  the shareholder  continues to
hold at least 250,000,000 shares of Qwest common stock (approximately __% of the
outstanding  shares).  If, as a result of a sale of other  transfer of shares of
Qwest  common  stock by either of the  shareholders,  the  shareholder  would no
longer hold at least 250,000,000 shares of Qwest common stock, the sale or other
transfer  may be  completed  only if the  person  receiving  the shares of Qwest
common stock agrees to be bound by the transfer and voting restrictions included
in the voting agreement.                                                        

Termination                                                                     

     Except  for the  agreement  by the  shareholders  to vote in  favor  of the
election  of  directors  to the  Qwest  Board  as  contemplated  by  the  merger
agreement,  which  agreement  survives for a period of three years following the
completion of the merger,  the voting agreement will terminate upon the first to
occur of the following events:                                                  

o    The completion of the merger; or                                 

     o    The  termination of the merger  agreement  solely for reasons that are
          not  directly or  indirectly  related to a third  party  having made a
superior proposal for Qwest; or                             

o    The termination of the merger agreement by U S WEST; or          

o    July 18, 2001.                                                   

     The voting  agreement  does not terminate if the Qwest Board  withdraws its
recommendation  to vote in favor  of the  merger  (unless  U S WEST  decides  to
terminate  the merger  agreement  in  response  to the change in the Qwest Board
recommendation).                                                                

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THE GLOBAL AGREEMENTS 

     The following summaries of the Qwest-Global agreement,  the U S WEST-Global
termination  agreement,  the amendment to the U S  WEST-Global  tender offer and
purchase  agreement  and  the  Qwest-Global   capacity  purchase  agreement  are
qualified by reference to the complete text of such agreements, all of which are
incorporated  herein by reference  and attached as exhibits to the  registration
statement of which this joint proxy statement/prospectus is a part.             

The Qwest-Global Agreement                                                      

     On July 18, 1999,  Qwest and Global  entered into an agreement  pursuant to
which (x) Global agreed to terminate its merger  agreement with U S WEST and not
to  interfere  with or seek to impede  the  Qwest-U S WEST  merger and (y) Qwest
agreed to withdraw its publicly announced offer to acquire Frontier  Corporation
and not to interfere  with or seek to impede  Global's  pending  acquisition  of
Frontier.  Qwest and Global also agreed in the  Qwest-Global  agreement to enter
into the  Qwest-Global  capacity  purchase  agreement  described  below and to a
general  release of all claims against the other arising out of the U S WEST and
Frontier transactions.                                                          

The U S WEST-Global Termination Agreement                                       

     On July 18,  1999,  U S WEST  entered  into an  agreement  with  Global  to
terminate  the U S  WEST-Global  merger  agreement  dated as of May 16, 1999. In
connection  with the  negotiated  termination,  U S WEST  agreed  to pay  Global
$140,000,000  and 2,231,076 shares of Global common stock (which it had recently
purchased in a tender offer it had commenced in connection with the proposed U S
WEST-Global  merger),  and  Global  agreed  to  discharge  U  S  WEST  from  all
obligations to Global under the terminated merger agreement. U S WEST and Global
also  agreed in the  termination  agreement  to a general  release of all claims
against the other arising out of the transactions contemplated by the Global-U S
WEST merger agreement.                                                          

The Amendment to the U S WEST-Global Tender Offer and Purchase                  
Agreement                                                                       

     On July 18, 1999, U S WEST and Global  agreed to amend the tender offer and
purchase  agreement  that  they  had  entered  into in  connection  with the U S
WEST-Global  merger  agreement  and pursuant to which U S WEST had made a tender
offer for and purchased 9.5% of the  outstanding  shares of Global common stock.
Under  the  terms of the  amendment,  U S WEST  agreed  to give up its  right to
designate  a member to the  Global  Board,  and  Global  agreed not to grant any
person  registration  rights  that are more  favorable  to such  person than the
registration  rights  provided to U S WEST under the tender  offer and  purchase
agreement are to U S WEST.                                                      

The Qwest-Global Capacity Purchase Agreement                                    

     On July 18,  1999  Qwest  and  Global  entered  into a  purchase  agreement
pursuant to which Qwest agreed to purchase services from Global over a four year
period in a total  amount  of  $140,000,000.  At the end of the two year  period
following the signing of the agreement, Qwest must pay Global an amount equal to
the difference  between  $140,000,000  and the amount of the services  purchased
under the agreement at that time. The amount of the differential payment will be
credited by Global against all purchases by Qwest of services from Global during
the remaining two years of the agreement. Under the agreement, Qwest is entitled
to purchase services on any of Global's network segments,  whether such segments
are presently  functioning or constructed during the term of the agreement,  and
is  entitled  to  purchase  the  services  at the  most  favorable  commercially
available prices offered by Global.                                             

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OPINIONS OF FINANCIAL ADVISORS  

Opinion of Financial Advisor to Qwest                                           

     DLJ has acted as exclusive  financial  advisor to Qwest in connection  with
the merger. In its role as financial advisor to Qwest, DLJ was asked by Qwest to
render  an  opinion  to the  Qwest  Board  as to  the  fairness  of  the  merger
consideration,  from a financial  point of view,  to the holders of Qwest common
stock.  On July 16,  1999,  at a meeting of the Qwest Board held to evaluate the
merger, DLJ delivered to the Qwest Board an oral opinion, subsequently confirmed
by delivery of a written  opinion dated July 18, 1999,  the date of execution of
the merger  agreement,  to the effect  that,  as of the date of the  opinion and
based on and subject to the assumptions,  limitations and qualifications  stated
in the opinion,  the merger  consideration  was fair,  from a financial point of
view, to the holders of Qwest common stock.                                     

     A copy of the DLJ opinion is attached  hereto as Annex C and should be read
carefully  in  its  entirety  for a  description  of  the  procedures  followed,
assumptions  made,  other  matters  considered  and  limitations  of the  review
undertaken by DLJ in arriving at its opinion. DLJ's opinion was prepared for the
Qwest Board and is  directed  only to the  fairness of the merger  consideration
from a financial point of view to the holders of Qwest common stock and does not
constitute  a  recommendation  to any  shareholder  with  respect  to the merger
agreement or the merger.                                                        

     The Qwest Board selected DLJ to act as its exclusive  financial  advisor in
the merger because DLJ is an internationally  recognized investment banking firm
with substantial expertise in the media and telecommunication  industries and in
transactions similar to the merger and because it is familiar with Qwest and its
business.  DLJ, as part of its investment banking services, is regularly engaged
in the  valuation of  businesses  and  securities  in  connection  with mergers,
acquisitions,  underwritings,  sales and  distributions  of listed and  unlisted
securities, private placements and valuations for corporate and other purposes. 

     DLJ was not requested to, and did not,  make any  recommendation  as to the
form or amount of the merger  consideration  to be paid by Qwest,  which matters
were determined through  negotiations  between Qwest and U S WEST. DLJ's opinion
does not address the  relative  merits of the merger or the merger  agreement or
the other business strategies considered by the Qwest Board, nor does it address
the Qwest Board's  decision to proceed with the merger or the merger  agreement.
No  restrictions  or limitations  were imposed by Qwest upon DLJ with respect to
the investigations made or procedures followed by DLJ in rendering its opinion. 

In arriving at its opinion, DLJ:                                      

o    reviewed the merger agreement and related documents;             

     o    reviewed  financial and other information that was publicly  available
          or  furnished  to  it  by  Qwest  and U S  WEST,  including  financial
          projections  prepared  by the  managements  of Qwest  and U S WEST and
          other information provided during discussions with Qwest and U S WEST;

     o    compared  financial  and  securities  data of Qwest  and U S WEST with
          various other companies whose securities are traded in public markets;

     o    reviewed  the  historical  stock  prices and trading  volumes of Qwest
common stock and US WEST common stock;                      

    o    reviewed prices and premiums paid in other business combinations; and

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     o    conducted other financial studies,  analyses and investigations as DLJ
deemed appropriate for purposes of its opinion.             

     In  rendering  its  opinion,  DLJ relied on and  assumed the  accuracy  and
completeness of all of the financial and other information that was available to
it from public  sources,  that was  provided  to it by Qwest,  U S WEST or their
respective  representatives,  or that it otherwise reviewed. In particular,  DLJ
relied  on the  estimates  of the  managements  of Qwest  and U S WEST as to the
operating  synergies  anticipated to result from the merger. With respect to the
financial projections relating to Qwest and U S WEST supplied to it, DLJ assumed
that they were  reasonably  prepared on the basis  reflecting the best currently
available estimates and judgments of the managements of Qwest and U S WEST as to
the future  operating  and financial  performance  of Qwest and U S WEST and the
operating  synergies  anticipated to result from the merger.  DLJ did not assume
any  responsibility  for  making  any  independent  evaluation  of any assets or
liabilities or for making any independent verification of any of the information
that it  reviewed.  DLJ assumed that in the course of  obtaining  the  necessary
regulatory  and  third  party  consents  for the  merger  and  the  transactions
contemplated  by the merger,  no  restriction  will be imposed  that will have a
material  adverse  effect  on the  contemplated  benefits  of the  merger or the
transactions  contemplated  by the merger.  DLJ also relied as to certain  legal
matters on advice of counsel to Qwest.                                          

     DLJ's opinion is necessarily based on economic, market, financial and other
conditions as they existed on, and on the  information  made  available to it as
of, the date of its opinion.  It should be understood  that DLJ's opinion speaks
only as of July 18, 1999 and that, although  subsequent  developments may affect
its opinion, DLJ does not have any obligation to update,  revise or reaffirm its
opinion.  Furthermore,  the Qwest  Board may not  necessarily  request  that DLJ
confirm  its opinion as of any later date.  DLJ  expressed  no opinion as to the
prices at which the Qwest common stock will actually trade at any time.         

     The  following is a summary of the material  analyses that DLJ performed in
connection  with its  opinion and  presented  to the Qwest Board at its July 16,
1999  meeting.  The financial  analyses  summarized  below  include  information
presented  in  tabular  format.  In order to fully  understand  DLJ's  financial
analyses,  the tables must be read together  with the text of each summary.  The
tables alone do not constitute a complete description of the financial analyses.
Considering the data in the tables below without  considering the full narrative
description  of  the  financial   analyses,   including  the  methodologies  and
assumptions  underlying  the  analyses,  could create a misleading or incomplete
view of DLJ's financial analyses.  Valuations for U S WEST were calculated on an
equity value basis  converted  to a per share basis based on $12,463  million of
net debt, 504.7 million  outstanding shares and 24.7 million outstanding options
with an average exercise price of $41.11 per share.                             

     Selected Public Company Analysis. DLJ compared financial and operating data
of U S WEST with the following selected regional bell operating companies:      

o  Ameritech Corporation                                        
o  BellSouth Corporation                                        
o  Bell Atlantic Corporation                                    
o  SBC Communications Inc.                                      

     DLJ reviewed  enterprise values,  calculated as equity value, plus debt and
minority interests,  less cash and investments in unconsolidated  affiliates, as
multiples of, among other things,  latest 12 months and estimated  calendar year
1999 earnings before interest,  taxes,  depreciation and amortization,  commonly
known as "EBITDA."  DLJ also  reviewed  equity  values as multiples of estimated
calendar  years  1999 and 2000 net  income  and  estimated  calendar  year  1999
after-tax  cash  flow,   calculated  as  net  income,   plus   depreciation  and
amortization.  Estimated financial and operating data for the selected companies
were based on research analysts' estimates and estimated financial and operating
data for U S WEST were based on  internal  estimates  of the  management  of U S
WEST.                                                                           

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     DLJ then  applied a range of  selected  multiples  of latest 12 months  and
estimated calendar year 1999 EBITDA,  estimated calendar years 1999 and 2000 net
income and  estimated  calendar year 1999  after-tax  cash flow for the selected
companies to  corresponding  financial  and  operating  data for U S WEST.  This
analysis   produced  an  implied  equity   reference  range  for  U  S  WEST  of
approximately  $63.00 to $80.00 per share, as compared to the equity value for U
S WEST  implied in the  merger of  approximately  $69.00 per share  based on the
closing stock price of Qwest common stock on July 14, 1999.                     

     No company utilized in the "Selected Public Company  Analysis" is identical
to U S WEST. Accordingly,  an analysis of the above results necessarily involves
complex  considerations  and judgments  concerning  differences in financial and
operating  characteristics  of U S WEST and other  factors that could affect the
public trading value of U S WEST and the selected companies to which it is being
compared.  Mathematical  analysis is not in itself a meaningful  method of using
selected company data.                                                          

     Selected  Merger  and  Acquisition   Transactions  Analysis.  Using  public
information,  DLJ reviewed the purchase prices and implied transaction multiples
paid in the  following  selected  transactions  involving  companies in the long
distance,  regional bell, incumbent local exchange carrier and competitive local
exchange carrier markets of the telecommunications industry:                    

Target                              Acquiror                        
------                              --------                        
o  MCI Communications Corp.               o WorldCom, Inc.                      
o  GTE Corporation                        o Bell Atlantic Corporation           
o  Ameritech Corporation                  o SBC Communications, Inc.            
o  NYNEX Corporation                      o Bell Atlantic Corporation           
o  Pacific Telesis Group                  o SBC Communications, Inc.            
o  Aliant Communications                  o ALLTEL Corporation                  
o  Anchorage Telephone Utility            o Alaska Communication Systems, Inc.  
o  Century Telephone Enterprises, Inc.    o Alaska Communication Systems, Inc.  
o  Lufkin-Conroe Communications Company   o Texas Utilities Company             
o  Consolidated Communications, Inc.      o McLeod USA Incorporated             
o  Teleport Communications Group Inc.     o AT&T Corporation                    
o  MFS Communications Company, Inc.       o WorldCom, Inc.                      

     DLJ reviewed  enterprise  values as multiples of latest 12 months revenues,
EBITDA and earnings  before  interest and taxes,  commonly  known as "EBIT." DLJ
also  reviewed  equity  values as multiples of latest 12 months net income.  All
multiples  were  based  on  financial  information  available  at  the  time  of
announcement of the relevant transaction. Estimated financial and operating data
for U S WEST were based on internal estimates of the management of U S WEST.    

     DLJ  then  applied  a range of  selected  multiples  of  latest  12  months
revenues,  EBITDA,  EBIT  and  net  income  for  the  selected  transactions  to
corresponding  financial and operating data for U S WEST. This analysis produced
an implied equity reference range for U S WEST of approximately $65.00 to $90.00
per share, as compared to the equity value for U S WEST implied in the merger of
approximately  $69.00 per share based on the closing stock price of Qwest common
stock on July 14, 1999.                                                         

     No   transaction   utilized  in  the  "Selected   Merger  and   Acquisition
Transactions Analysis" is identical to the merger.  Accordingly,  an analysis of
the above results  necessarily  involves  complex  considerations  and judgments
concerning  differences  in financial and operating  characteristics  that could
affect the acquisition  values of U S WEST or the companies to which it is being
compared.  Mathematical  analysis is not in itself a meaningful  method of using
selected transaction data.                                                      

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     Premiums  Paid  Analysis.  DLJ reviewed the premiums  paid in 43 merger and
acquisition transactions announced since June 7, 1996 with transaction values in
excess of $10.0  billion  involving  stock  consideration.  DLJ then applied the
median premiums  derived from these  transactions  based on the per share market
prices of the target  company's  common stock one trading day, one week and four
weeks prior to public  announcement  of the  transaction to the per share market
price of U S WEST common stock one day, one week, and four weeks prior to public
announcement of the proposed  Global and U S WEST merger  transaction on May 17,
1999.  This analysis  produced the following  median premiums and implied equity
values for U S WEST:                                                            

                                Period Prior to Announcement
                                 ---------------------------------------
                               One Day        One Week    Four Weeks
                               -------        --------    ----------

U S WEST share price............      $62.25         $54.94         $55.06      
Median premiums.................       26.3%          32.0%          34.1%      
Implied equity values per share.      $78.64         $72.50         $73.82      

     Discounted  Cash  Flow  Analysis.  DLJ  performed  a  discounted  cash flow
analysis of U S WEST based on internal  estimates of the  management of U S WEST
in order to estimate  the net present  value of the  unlevered,  after-tax  cash
flows that U S WEST could generate for the remainder of fiscal year 1999 through
fiscal year 2005.  Applying  discount  rates of 9.0% to 11.0% and  multiples  of
terminal year 2005 EBITDA of 8.0x to 10.0x,  this  analysis  produced an implied
equity  reference  range for U S WEST of  approximately  $76.00 to  $109.00  per
share,  as  compared to the equity  value for U S WEST  implied in the merger of
approximately  $69.00 per share based on the closing stock price of Qwest common
stock on July 14, 1999.                                                         

     Pro Forma Merger  Analysis.  DLJ analyzed the potential pro forma effect of
the merger on Qwest's projected 2001 book earnings per share,  commonly known as
"EPS,"  cash  EPS and  EBITDA  per  share  both in the  case  where  the  merger
consideration  consists entirely of Qwest common stock (sometimes referred to as
a "stock  make-whole"  payment)  and where  the  merger  consideration  consists
partially of cash (sometimes referred to as a "cash make- whole" payment).  This
analysis  indicated that the merger would be accretive to Qwest's book EPS, cash
EPS and EBITDA per share under  either  payment  alternative,  assuming the cost
savings and other  potential  synergies  anticipated by the managements of Qwest
and U S WEST to result from the merger are achieved. The actual results achieved
by the combined  company may vary from projected  results and the variations may
be material.                                                                    

     Contribution Analysis.  DLJ analyzed the respective  contributions of Qwest
and U S WEST to the estimated calendar years 1999 and 2000 revenues,  EBITDA and
funds  from   operations   (calculated  as  net  income  to  common  stock  plus
depreciation,  amortization and other non-cash  charges) of the combined company
based on  internal  estimates  of the  managements  of Qwest and U S WEST.  This
analysis  indicated the following  relative  contributions of U S WEST and Qwest
and the pro forma equity ownership of holders of U S WEST common stock and Qwest
common stock in the combined  company based both on a stock  make-whole and cash
make-whole basis:                                                               

                     Estimated 1999         Estimated 2000
                     Contribution           Contribution
                     ------------           ------------
Revenues                                                                        
U S WEST..................            78.3%                  73.9%              
Qwest.....................            21.7%                  26.1%              

EBITDA                                                                          
U S WEST..................            88.5%                  86.0%              
Qwest.....................            11.5%                  14.0%              

Funds from Operations                                                           
U S WEST..................            85.8%                  83.3%              
Qwest.....................            14.2%                  16.7%              

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                  Pro Forma Equity Ownership
                   ---------------------------------
                   Stock Make-            Cash Make-
                   Whole                 Whole
                   -----------            ----------
U S WEST...........                 56.9%                 53.7%                 
Qwest..............                 43.1%                 46.3%                 

     Other Factors.  In the course of preparing its opinion,  DLJ considered and
reviewed other information and data, including:                                 

     o    research analysts' price targets for U S WEST common stock both before
          and after  public  announcement  of the  proposed  Global and U S WEST
          merger  transaction on May 17, 1999,  which indicated a selected range
          of 12-month  price targets for U S WEST common stock of  approximately
          $67.00 to $76.00 per share in the case of reports  dated  prior to the
          May 17,  1999  announcement  and  approximately  $64.25 to $100.00 per
          share in the case of reports  dated either before or after the May 17,
 1999 announcement which included a sum of the parts analysis;

     o    the net present value of the potential pre-tax annual cost savings and
          synergies  that  could be  achieved  in the merger  based on  internal
estimates of the managements of Qwest and U S WEST;         

     o    financial and operating  data of the business  segments of U S WEST as
          compared to other companies in similar businesses,  which indicated an
          implied equity reference range for U S WEST of approximately $79.00 to
$118.00 per share; and                                      

o    the possible credit impact of the merger on Qwest.               

     The above  summary does not purport to be a complete  description  of DLJ's
analyses  but  describes,  in  summary  form,  the  material  analyses  that DLJ
presented  to the Qwest Board on July 16, 1999 in  connection  with its opinion.
The preparation of a fairness opinion involves various  determinations as to the
most appropriate and relevant methods of financial  analysis and the application
of those methods to the  particular  circumstances  and,  therefore,  a fairness
opinion is not readily  susceptible to partial or summary  description.  Each of
the  analyses  conducted  by DLJ was carried out in order to provide a different
perspective on the merger and add to the total mix of information available. DLJ
did not form a conclusion as to whether any individual  analysis,  considered in
isolation,  supported  or failed to support an  opinion  as to  fairness  from a
financial point of view. Rather, in reaching its conclusion,  DLJ considered the
results of the  analyses  in light of each  other and  ultimately  rendered  its
opinion  based on the results of all of the analyses  taken as a whole.  DLJ did
not place particular reliance or weight on any individual analysis,  but instead
concluded  that its analyses,  taken as a whole,  supported  its  determination.
Accordingly, notwithstanding the separate factors summarized above, DLJ believes
that its analyses must be considered as a whole and that  selecting  portions of
its  analyses  and the  factors  considered  by it or  focusing  on  information
presented in tabular format,  without  considering all such factors and analyses
or the  narrative  description  of the  analyses,  could create an incomplete or
misleading  view of the process  underlying its opinion.  In addition,  analyses
relating to the value of businesses or securities do not necessarily  purport to
be  appraisals  or to reflect the prices at which such  businesses or securities
can  actually  be  sold.  The  analyses  performed  by DLJ are  not  necessarily
indicative  of  actual  past  or  future   results  or  values,   which  may  be
significantly  more or less favorable than such estimates or those  suggested by
its analyses.                                                                   

     Pursuant to the terms of an engagement  letter  between Qwest and DLJ dated
June 11,  1999,  Qwest has  agreed to pay DLJ upon  completion  of the merger an

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aggregate  financial  advisory  fee of $30.0  million.  Qwest also has agreed to
reimburse DLJ for all out-of-pocket expenses,  including the reasonable fees and
expenses of counsel,  incurred by DLJ in connection with its engagement,  and to
indemnify DLJ and related persons  against  liabilities,  including  liabilities
under the federal securities laws, relating to or arising out of its services.  

     DLJ provides a full range of  financial,  advisory and  brokerage  services
and, in the ordinary  course of business,  DLJ and its  affiliates  may actively
trade the debt and equity  securities  of Qwest and U S WEST for its own account
and for the account of customers and  accordingly may at any time hold a long or
short  position in such  securities.  DLJ has performed  investment  banking and
other services for Qwest in the past, including participation in the offering of
Qwest  debt   securities,   for  which  services  DLJ  has  received   customary
compensation.                                                                   

Opinions of Financial Advisors to U S WEST                                      

U S WEST financial advisor             Location of their full opinion           
--------------------------             ------------------------------           
Merrill Lynch                                 Annex D               
Lehman Brothers                               Annex E               

     U S WEST  engaged  Merrill  Lynch  and  Lehman  Brothers  as its  financial
advisors in connection with the merger based on their  experience and expertise.
Merrill  Lynch and Lehman  Brothers are  internationally  recognized  investment
banking firms that have  substantial  experience in transactions  similar to the
merger. The U S WEST financial advisors,  as part of their respective investment
banking businesses,  are continuously engaged in the valuation of businesses and
securities   in   connection   with   mergers   and   acquisitions,   negotiated
underwritings,  competitive  biddings,  secondary  distributions  of listed  and
unlisted  securities,  private placements and valuations for corporate and other
purposes.                                                                       

     At the July 16,  1999  meeting  of the U S WEST  Board,  Merrill  Lynch and
Lehman  Brothers  both  delivered  their oral opinions  (subsequently  confirmed
separately by each in writing) to the effect that,  as of the date thereof,  and
subject to the  assumptions,  qualifications  and limitations set forth therein,
the  merger  consideration  was fair,  from a  financial  point of view,  to the
holders of U S WEST common stock.                                               

     The full texts of these  opinions,  which set forth the  assumptions  made,
matters  considered and  qualifications and limitations on the review undertaken
by the U S WEST  financial  advisors,  are set forth in  Annexes D and E and are
incorporated  herein  by  reference.  The  summary  of  the U S  WEST  financial
advisors'  opinions set forth below is qualified in its entirety by reference to
the  full  text of  those  opinions.  U S WEST  shareholders  are  urged to read
carefully  each  of the  Merrill  Lynch  and  Lehman  Brothers  opinions  in its
entirety.  The opinions  speak only as of July 18, 1999,  and neither  financial
advisor is under any  obligation  to confirm  its  opinion as of any later date.
Furthermore,  the U S WEST Board may not necessarily request that either Merrill
Lynch or Lehman Brothers confirm their respective opinions as of any later date.
In  reading  the  following  discussion  of these  fairness  opinions,  U S WEST
shareholders should be aware that the opinions:                                 

     o    were  provided  to the U S WEST  Board  for  its  information  and are
          directed only to the fairness,  from a financial point of view, of the
 merger consideration to the holders of U S WEST common stock;

     o    did  not  constitute  a  recommendation  to  the  U S  WEST  Board  in
          connection with their  consideration  of the merger  agreement and the
merger;                                                     

     o    do not  address the merits of the  underlying  decision by U S WEST to
          engage in the  merger or the price or range of prices at which  shares
          of U S WEST common stock or Qwest common stock may trade subsequent to
the announcement or consummation of the merger; and         

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     o    do not  constitute a  recommendation  to any holder of U S WEST common
          stock as to how such  shareholder  should  vote on the  merger  or any
matter related thereto.                                     

     Although the U S WEST financial advisors each evaluated the fairness,  from
a financial  point of view,  of the merger  consideration  to the holders of U S
WEST common stock, the merger consideration itself was determined by Qwest and U
S  WEST  through  arm's-length  negotiations.  The U S WEST  financial  advisors
provided advice to U S WEST during the course of such negotiations. U S WEST did
not provide specific  instructions to, or place any limitations on, the U S WEST
financial  advisors with respect to the  procedures to be followed or factors to
be considered by them in performing their analyses or providing their opinions. 

Merrill Lynch Opinion                                                           

In arriving at its opinion, Merrill Lynch, among other things:        

     o    reviewed certain publicly available business and financial information
          relating  to U S WEST  and  Qwest  that  Merrill  Lynch  deemed  to be
relevant;                                                   

     o    reviewed certain information,  including financial forecasts, relating
          to  the  business,   earnings,  cash  flow,  assets,  liabilities  and
          prospects  of U S WEST and Qwest,  as well as the amount and timing of
          the cost savings and related expenses and synergies expected to result
          from the  merger  furnished  to  Merrill  Lynch by U S WEST and Qwest,
respectively;                                               

     o    conducted   discussions   with  members  of  senior   management   and
          representatives of U S WEST and Qwest concerning the matters described
          in the above two bullet points, as well as their respective businesses
          and  prospects  before and after  giving  effect to the merger and the
expected synergies;                                         

     o    reviewed the market prices and  valuation  multiples for shares of U S
          WEST common stock and Qwest common stock and compared  them with those
          of certain  publicly traded  companies that Merrill Lynch deemed to be
relevant;                                                   

     o    reviewed the results of  operations of U S WEST and Qwest and compared
          them with those of certain  publicly  traded  companies  that  Merrill
Lynch deemed to be relevant;                                

     o    compared the proposed financial terms of the merger with the financial
          terms of certain  other  transactions  that Merrill Lynch deemed to be
relevant;                                                   

     o    participated   in   certain   discussions   and   negotiations   among
          representatives  of U S WEST and Qwest and their  financial  and legal
advisors;                                                   

o    reviewed the potential pro forma impact of the merger;           

o    reviewed a draft of the merger agreement; and                    

     o    reviewed  such other  financial  studies  and  analyses  and took into
          account  such  other  matters  as  Merrill  Lynch  deemed   necessary,
          including  its  assessment  of general  economic,  market and monetary
conditions.                                                 

     In preparing its opinion,  Merrill Lynch assumed and relied on the accuracy
and  completeness  of all  information  supplied or otherwise  made available to
Merrill Lynch,  discussed with or reviewed by or for Merrill Lynch,  or publicly
available, and Merrill Lynch did not assume any responsibility for independently

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verifying such  information or undertake an independent  evaluation or appraisal
of any of the assets or  liabilities  of U S WEST or Qwest nor was Merrill Lynch
furnished with any such evaluation or appraisal. In addition,  Merrill Lynch did
not assume any  obligation to conduct any physical  inspection of the properties
or  facilities  of U S WEST or Qwest.  With  respect to the  financial  forecast
information  and the expected  synergies  furnished to or discussed with Merrill
Lynch by U S WEST or Qwest,  Merrill Lynch assumed that they had been reasonably
prepared and reflected the best currently  available estimates and judgment of U
S WEST's or Qwest's  management as to the expected future financial  performance
of U S WEST or Qwest,  as the case may be, and the expected  synergies.  Merrill
Lynch further assumed that the merger will be accounted for as a purchase by U S
WEST of Qwest under generally  accepted  accounting  principles and that it will
qualify as a  tax-free  reorganization  for U.S.  federal  income tax  purposes.
Merrill Lynch also assumed that the final form of the merger  agreement would be
substantially similar to the last draft reviewed by Merrill Lynch.              

     Merrill  Lynch's opinion was  necessarily  based upon market,  economic and
other  conditions  as  they  existed  and  could  be  evaluated  on,  and on the
information  made  available  to Merrill  Lynch as of, the date of its  opinion.
Merrill Lynch  assumed that in the course of obtaining the necessary  regulatory
or other consents or approvals  (contractual  or otherwise)  for the merger,  no
restrictions,   including  any   divestiture   requirements   or  amendments  or
modifications,  to the  merger  agreement,  will be  imposed  that  will  have a
material adverse effect on the contemplated benefits of the merger.             

     Merrill Lynch's opinion did not address the relative  merits,  financial or
otherwise,  of the merger as compared to any alternative transaction or business
strategy that may be available to U S WEST.                                     

Lehman Brothers Opinion                                                         

In arriving at its opinion, Lehman Brothers reviewed and analyzed:    

o    the merger agreement and the specific terms of the merger;       

     o    publicly  available  information  concerning  U S WEST and Qwest  that
          Lehman  Brothers  believed to be relevant to its  analysis,  including
          without  limitation,  Forms  10-K of U S WEST and Qwest for the fiscal
          year ended  December 31, 1998 and Forms 10-Q of U S WEST and Qwest for
the three months ended March 31, 1999;                      

     o    financial  and  operating  information  with respect to the  business,
          operations and prospects of U S WEST furnished to Lehman Brothers by U
          S WEST, including the expected results for the three months ended June
  30, 1999 and certain financial forecasts prepared by U S WEST;

     o    financial  and  operating  information  with respect to the  business,
          operations  and  prospects of Qwest  furnished  to Lehman  Brothers by
          Qwest,  including the expected results for the three months ended June
30, 1999 and certain financial forecasts prepared by Qwest; 

     o    a trading  history of the U S WEST common  stock from June 15, 1998 to
          the present and of the U S WEST Communications Group common stock (the
          common stock of U S WEST's  predecessor) from November 1, 1995 to June
          12, 1998 and a comparison  of these  trading  histories  with those of
other companies that Lehman Brothers deemed relevant;       

     o    a trading  history of the Qwest common stock from June 24, 1997 to the
          present and a comparison  of this trading  history with those of other
companies that Lehman Brothers deemed relevant;             

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     o    a comparison of the historical financial results and present financial
          condition  of U S WEST  with  those of  other  companies  that  Lehman
          Brothers deemed relevant and a comparison of the historical  financial
          results and present  financial  condition of Qwest with those of other
companies that Lehman Brothers deemed relevant;             

     o    third party research analysts' earnings estimates, valuation analyses,
        target prices and investment recommendations for U S WEST and Qwest;

     o    a comparison of the  financial  terms of the merger with the financial
          terms of  certain  other  transactions  that  Lehman  Brothers  deemed
relevant;                                                   

     o    the potential pro forma financial effects of the merger, including the
          cost savings,  operating  synergies and strategic benefits expected by
          management of U S WEST and Qwest to result from a  combination  of the
businesses of U S WEST and Qwest;                           

     o    the  terms  and  conditions  of the  proposed  merger of U S WEST with
Global; and                                                 

     o    such information relating to the business, operations and prospects of
          Global and Global's common stock that Lehman Brothers deemed relevant.

     Lehman Brothers also had  discussions  with the managements of U S WEST and
Qwest concerning  their respective  businesses,  operations,  assets,  financial
conditions  and prospects and had undertaken  such other  studies,  analyses and
investigations as it deemed appropriate.                                        

     In  arriving  at its  opinion,  Lehman  Brothers  assumed and relied on the
accuracy and  completeness  of the  financial and other  information  used by it
without  assuming any  responsibility  for the independent  verification of such
information and further relied upon the assurances of the management of U S WEST
and Qwest that they were not aware of any facts or circumstances that would make
such  information  inaccurate  or  misleading.  With  respect  to the  financial
forecasts of U S WEST furnished to Lehman  Brothers by U S WEST, upon the advice
of U S WEST,  Lehman  Brothers  assumed that such forecasts had been  reasonably
prepared  on a basis  reflecting  the best  currently  available  estimates  and
judgments of the management of U S WEST as to the future  financial  performance
of U S WEST and that U S WEST would perform in accordance  with such  forecasts.
In addition,  with  respect to the  financial  forecasts  of Qwest  furnished to
Lehman Brothers by Qwest, upon the advice of U S WEST and Qwest, Lehman Brothers
assumed that such forecasts had been reasonably  prepared on a basis  reflecting
the best currently  available estimates and judgments of the management of Qwest
as to the future financial  performance of Qwest and that Qwest would perform in
accordance  with such  forecasts.  With respect to the cost  savings,  operating
synergies and strategic  benefits  expected by the  managements  of U S WEST and
Qwest to result from a combination of the businesses of U S WEST and Qwest, upon
the advice of U S WEST and Qwest,  Lehman  Brothers  assumed that cost  savings,
operating efficiencies and strategic benefits would be realized substantially in
accordance with such expectations.  In arriving at its opinion,  Lehman Brothers
did not conduct a physical  inspection of the  properties  and facilities of U S
WEST or Qwest and did not make or obtain any  evaluations  or  appraisals of the
assets or liabilities of U S WEST or Qwest.                                     

     Upon advice of U S WEST and its legal  advisors,  Lehman  Brothers  assumed
that the receipt of shares of Qwest common stock by  stockholders of U S WEST in
the merger will qualify as a tax-free transaction to U S WEST                   
stockholders.                                                                   
Upon advice of U S WEST and its legal  advisors,  Lehman  Brothers  also assumed
that  consummation of the merger will not cause the split-off by MediaOne Group,
Inc.  (formerly U S WEST,  Inc.) of U S WEST on June 12, 1998 to fail to qualify
as a tax-free  transaction.  Lehman Brothers' opinion  necessarily is based upon
market, economic and other conditions as they existed on, and could be evaluated
as of, the date of its opinion.                                                 

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     In addition,  Lehman  Brothers did not express any opinion as to the prices
at which  shares  of  Qwest  common  stock  may  trade  at any time  prior to or
following the consummation of the merger and Lehman Brothers' opinion should not
be viewed as  providing  any  assurance  that the market  value of the shares of
Qwest  common stock to be held by the holders of U S WEST common stock after the
consummation  of the merger will be in excess of the market  value of the shares
of U S WEST  common  stock  owned  by such  shareholders  at any  time  prior to
announcement of consummation of the merger.                                     

Financial Analyses of the U S WEST Financial Advisors                 

     The following is a brief summary of the material  valuation,  financial and
comparative  analyses  presented by the U S WEST  financial  advisors to the U S
WEST Board in connection with the rendering of the U S WEST financial  advisors'
opinions.  This  summary  does not purport to be a complete  description  of the
analyses  underlying the U S WEST financial  advisors' opinions and is qualified
in  its  entirety  by  reference  to the  full  text  of the U S WEST  financial
advisors' opinions which are incorporated herein by reference.                  

     In performing their analyses, the U S WEST financial advisors made numerous
assumptions with respect to industry  performance,  general business,  economic,
market and financial conditions and other matters,  many of which are beyond the
control of the U S WEST financial  advisors,  U S WEST and Qwest.  Any estimates
contained in the analyses  performed by the U S WEST financial  advisors are not
necessarily  indicative  of  actual  values  or  future  results,  which  may be
significantly  more or less  favorable  than  suggested  by  such  analyses.  In
addition,  estimates of the value of  businesses or securities do not purport to
be  appraisals  or to reflect the prices at which such  businesses or securities
might actually be sold. Accordingly,  such analyses and estimates are inherently
subject to substantial  uncertainty.  In addition,  as described  above, the U S
WEST  financial  advisors'  opinions  were  among  several  factors  taken  into
consideration  by the U S WEST Board in making its  determination to approve the
merger agreement and the merger.                                                

U S WEST Valuation                                                    

     Comparable Publicly Traded Companies  Analysis.  In order to assess how the
public market values shares of similar publicly traded  companies,  the U S WEST
financial advisors reviewed and compared specific financial information relating
to U S WEST to  corresponding  financial  information,  ratios and public market
multiples for publicly traded companies in two sectors:  Regional Bell Operating
Companies (referred to as RBOCs) and incumbent local exchange carriers (referred
to as ILECs). In the RBOC sector,  the U S WEST financial  advisors reviewed the
following companies:  BellSouth Corporation,  SBC Communications Inc. (pro forma
for the merger with Ameritech  Corporation)  and Bell Atlantic  Corporation (pro
forma for the merger with GTE  Corporation).  In the ILEC  sector,  the U S WEST
financial  advisors reviewed the following  companies:  ALLTEL  Corporation (pro
forma for its acquisition of Aliant Communications Inc.),  CenturyTel,  Inc. and
Cincinnati  Bell Inc.  The  comparable  companies  were chosen  because they are
publicly traded companies with operations that, for purposes of analysis, may be
considered similar to U S WEST.                                                 

     The U S WEST financial  advisors  calculated the multiple of each company's
current market price to its projected  2000  (calendar  year) earnings per share
(commonly  referred  to as a price to  earnings  ratio,  or  P/E).  The U S WEST
financial advisors further  calculated each company's  projected total return by
adding its  projected 5- year annual EPS growth rate and its dividend  yield and
then  calculated  the multiple of each  company's  2000 P/E to  projected  total
return.  An appropriate  range of 2000 P/E to projected  total return  multiples
derived from this  analysis  were applied to the  projected  total return of U S
WEST  based upon U S WEST's  projected  5-year  annual  EPS growth  rate and its
current  dividend yield to determine an appropriate P/E range for U S WEST. This
P/E range was then applied to U S WEST's projected 2000 EPS to arrive at a value
range per share of U S WEST common  stock of $52.00 to $66.00,  as compared to a
nominal offer price of $69.00 per share in Qwest common stock.                  

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     However, because of the inherent differences in the businesses, operations,
financial conditions and prospects of U S WEST and the comparable companies, the
U S WEST financial advisors believed that it was inappropriate to, and therefore
did not, rely solely on the  quantitative  results of the  comparable  companies
analysis,  and,  accordingly,   also  made  quantitative  judgments  based  upon
perceived qualitative  differences between the characteristics of the comparable
companies  and U S WEST and Qwest that would  affect the  trading  values of U S
WEST, Qwest and such companies.                                                 

     Discounted Cash Flow Analysis.  The U S WEST financial advisors performed a
discounted  cash flow analysis of the projected  after-tax  unlevered  free cash
flows of U S WEST (defined as unlevered after-tax earnings plus amortization and
depreciation less capital expenditures and net changes in working capital).  The
U S WEST  financial  advisors  calculated a range of present values for U S WEST
based upon the  discounted  present value of the sum of the projected  stream of
after-tax unlevered free cash flows of U S WEST and the projected terminal value
of U S WEST  based upon a range of  multiples  of U S WEST's  projected  EBITDA.
Applying  discount rates ranging from 9.0% to 11.0% and terminal value multiples
of 6.5x to 7.5x,  the U S WEST  financial  advisors  calculated  implied  equity
values per share of U S WEST common  stock  ranging  from  $63.00 to $77.00,  as
compared to a nominal offer price of $69.00 per share in Qwest common stock.    

     Sum of the Parts Analysis. The U S WEST financial advisors performed a "sum
of the parts" analysis of U S WEST by valuing each individual  business  segment
individually  and deriving  therefrom a range of values for U S WEST as a whole.
The U S WEST  business  segments  considered  were the core  business (the local
wireline business and the Dex directories business),  the wireless/PCS business,
the data  business and U S WEST's  holdings in public  companies.  Using various
methodologies  that the U S WEST financial  advisors deemed appropriate for each
business segment analyzed,  the analysis  indicated a range of equity values per
share of U S WEST  common  stock  ranging  from  $69.00 to $86.00 per share,  as
compared to a nominal offer price of $69.00 per share in Qwest common stock.    

     Selected Transactions  Analysis.  This analysis compares selected data with
respect to the following seven comparable  local exchange  carrier  transactions
since 1996 to the proposed merger:                                              

Target                                           Acquiror         
------                                           --------         

o Aliant Communications Inc.                   o ALLTEL Corporation             
o GTE Corporation                              o Bell Atlantic Corporation      
o Ameritech Corporation                        o SBC Communications Inc.        
o Southern New England Telecommunications      o SBC Communications Inc.        
Corporation                                                                 
o Pacific Telecom Inc.                         o CenturyTel, Inc.               
o NYNEX Corporation                            o Bell Atlantic Corporation      
o Pacific Telesis Group                        o SBC Communications Inc.        

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     The U S WEST  financial  advisors  compared  appropriate  ranges of various
statistics for these  transactions to  corresponding  statistics for the merger.
The following table presents the results of this analysis:                      

                                                        [Enlarge/Download Table]


                                                                       Range for Selected  The    
                                                                           Transactions    Merger 
                                                                       ------------------  -------
                                                                                                  
Offer value (in millions)..............................................$1,397 - $61,700    $35,475
Transaction value (in millions)........................................$1,533 - $73,252    $45,960
Offer price as a multiple of current year EPS.......................... 16.0x - 25.0x       21.7x 
Offer price as a multiple of forward year EPS.......................... 14.0x - 23.0x       20.8x 
Transaction value as a multiple of current year EBITDA.................  5.9x - 10.6x       7.9x  
Transaction value as a multiple of forward year EBITDA.................  5.3x - 9.3x        7.3x  
Premium over market value paid 1 day prior to announcement                                        
date................................................................... (5.8) - 39.0%       20.1% 
Premium over market value paid 1 month prior to                                                   
announcement date...................................................... (1.9) - 42.9%       22.2% 

Qwest Valuation                                                       

     Comparable  Publicly  Traded  Companies  Analysis.  The U S WEST  financial
advisors reviewed and compared specific financial  information relating to Qwest
to corresponding  financial information,  ratios and public market multiples for
publicly traded companies in three sectors:  Large Capitalization Long Distance,
Mid-Size Long Distance and International Long Distance  Providers.  In the large
capitalization  sector, the U S WEST financial advisors reviewed AT&T Corp., MCI
WorldCom,  Inc. and Sprint Corporation  (Wireline only). In the mid-size sector,
the  U  S  WEST  financial  advisors  reviewed  Global  Crossing   Ltd./Frontier
Corporation  (on a pro  forma  basis),  Level  3  Communications,  Inc.  and IXC
Communications,  Inc.  In  the  international  sector,  the U S  WEST  financial
advisors  reviewed  Global  Telesystems  Group,  Inc.  and  Viatel,   Inc..  The
comparable companies were chosen because they are publicly traded companies with
operations  that, for purposes of analysis,  may be considered  similar to Qwest
according to the U S WEST financial advisors.                                   

     The U S WEST financial  advisors  calculated the multiple of each company's
current  enterprise  value  (total  equity  value  plus the  value of net  debt,
preferred  stock and minority  interests) to its projected 2000 (calendar  year)
EBITDA.  Each EBITDA multiple was further  compared to each company's  projected
EBITDA  growth rate to calculate an EBITDA  multiple to projected  EBITDA growth
rate ratio.  An appropriate  range of 2000 EBITDA multiple to EBITDA growth rate
ratios derived from this analysis was then applied to Qwest's  projected  EBITDA
growth rate to  determine  an  appropriate  range of 2000 EBITDA  multiples  for
Qwest, and this range was then applied to Qwest's projected 2000 EBITDA to imply
a range of values  per share of Qwest  common  stock of $34.00 to $42.00  (after
subtracting  net debt),  as compared to a market price per share of Qwest common
stock of $34.00 on July 14, 1999.                                               

     However, because of the inherent differences in the businesses, operations,
financial conditions and prospects of Qwest and the comparable companies,  the U
S WEST financial  advisors  believed that it was inappropriate to, and therefore
did not, rely solely on the  quantitative  results of the  comparable  companies
analysis,  and,  accordingly,   also  made  quantitative  judgments  based  upon
perceived qualitative  differences between the characteristics of the comparable
companies  and Qwest that  would  affect  the  trading  values of Qwest and such
companies.                                                                      

     Discounted Cash Flow Analysis.  The U S WEST financial advisors performed a
discounted  cash flow analysis of the projected  after-tax  unlevered  free cash
flows of Qwest.  The U S WEST financial  advisors  calculated a range of present
values  for Qwest  based  upon the  discounted  present  value of the sum of the
projected  stream  of  after-tax  unlevered  free  cash  flows of Qwest  and the
projected terminal value of Qwest based upon a range of multiples of            

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Qwest's  projected  EBITDA.  Applying discount rates ranging from 10.0% to 12.0%
and terminal value multiples of 12.0x to 14.0x, the U S WEST financial  advisors
calculated  implied  equity  values per share of Qwest common stock ranging from
$36.00 to $47.00,  as compared to a market price per share of Qwest common stock
of $34.00 on July 14, 1999.                                                     

Pro Forma Valuation                                                   

     "Has-Gets" Analysis.  The U S WEST financial advisors compared the range of
values for a share of U S WEST common stock based upon the  comparable  publicly
traded  companies and  discounted  cash flow valuation  methodologies  described
above (what a U S WEST shareholder  currently "has") to the implied value of the
merger  consideration  which  will  be  received  by a U S WEST  stockholder  in
exchange  for one share of U S WEST common  stock  (what a U S WEST  shareholder
"gets").  The  implied  value of the  merger  consideration  was  determined  by
applying the same comparable  publicly traded companies and discounted cash flow
valuation  methodologies  described  above to the pro forma combined  company to
determine a per share value of the combined  company and then  multiplying  such
per share value by the  applicable  exchange  ratio and adding any cash received
per share of U S WEST common stock in the merger. This analysis was performed at
both the high end of the collar (i.e.,  a Qwest common stock price of $39.90 per
share and an exchange  ratio of 1.72932) and the low end of the collar (i.e.,  a
Qwest  common  stock  price of $28.26  per share)  using both a "stock  true-up"
(i.e.,  an exchange  ratio of 2.44161) and a "cash true-up" in which the maximum
amount of cash is  delivered  (i.e.,  an  exchange  ratio of  1.7830  and a cash
payment of $18.61 per share).  In addition,  all scenarios were  calculated with
and without  giving  effect to synergies  expected to be achieved in the merger.
The results of the analysis are presented in the following table:               

                                                        [Enlarge/Download Table]

                       U S WEST                                                                                                     
                         "Has"                                               U S WEST "Gets"                                        
                      ------------- ----------------------------------------------------------------------------------------------  
                                         Without Synergies                                 With Synergies                           
                                     --------------------------------------------    ---------------------------------------------- 
                                             Bottom of Collar                                 Bottom of Collar                      
                                          ----------------------------                    ------------------------------            
                                     Top of Collar   Stock True-Up   Cash True-Up    Top of Collar   Stock True-Up     Cash True-Up 
                                     -------------   -------------   ------------    -------------   -------------     ------------ 
                                                                                                                                    
Publicly traded                                                                                                                     
 comparable                                                                                                                         
 companies...........$52.00-$66.00   $60.00-$76.00   $70.00-$89.00   $70.00-$87.00   $76.00-$92.00   $88.00-$107.00   $86.00-$102.00
Discounted                                                                                                                          
 cash flow                                                                                                                          
 analysis............$63.00-$77.00   $61.00-$77.00   $71.00-$89.00   $71.00-$87.00   $76.00-$92.00   $89.00-$108.00   $87.00-$103.00

Relevance of Various Analyses                                         

     The  preparation  of a fairness  opinion is a complex  process and involves
various  judgments and  determinations  as to the most  appropriate and relevant
assumptions  and financial  analyses and the application of these methods to the
particular  circumstances  involved.  Such an opinion is  therefore  not readily
susceptible to partial analysis or summary  description,  and taking portions of
the analyses set out above,  without considering the analysis as a whole, would,
in the  view  of the U S WEST  financial  advisors,  create  an  incomplete  and
misleading  picture of the  processes  underlying  the  analyses  considered  in
rendering the U S WEST  financial  advisors'  opinions.  The U S WEST  financial
advisors did not form an opinion as to whether any individual analysis or factor
(positive or negative),  considered in isolation, supported or failed to support
the U S WEST  financial  advisors'  opinions.  In arriving  at their  respective
opinions,  the U S WEST financial  advisors each considered the results of their
separate analyses and did not attribute particular weight to any one analysis or
factor considered by such firm. The analyses performed by the U S WEST financial
advisors,  particularly  those  based  on  estimates  and  projections,  are not
necessarily  indicative of actual values or actual future results,  which may be
significantly  more or less  favorable  than  suggested by such  analyses.  Such
analyses  were  prepared  solely  as  part of the U S WEST  financial  advisors'
analyses  of the  fairness,  from a  financial  point  of  view,  of the  merger
consideration to the holders of U S WEST common stock.                          

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Fee Arrangements                                                      

     Pursuant to the terms of its  engagement  letters  with  Merrill  Lynch and
Lehman  Brothers,  U S WEST has agreed to pay customary  fees to each of Merrill
Lynch and Lehman Brothers in connection with the delivery of the                
U S WEST                                                                        
financial advisors' opinions.  In addition, U S WEST has agreed to reimburse the
U S WEST financial advisors for all reasonable  out-of-pocket  expenses incurred
by  them  in  connection  with  the  merger,   including   reasonable  fees  and
disbursements of their legal counsel.  U S WEST has also agreed to indemnify the
U S WEST financial advisors against certain liabilities in connection with their
respective   engagements,   including  certain  liabilities  under  the  federal
securities laws.                                                                

     Both Merrill Lynch and Lehman  Brothers have  previously  rendered  certain
investment  banking and financial  advisory  services to U S WEST and Qwest.  In
addition,  Merrill Lynch has rendered  financial  advisory services to Global in
connection with the Global/Frontier merger.                                     

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Chapter Two - Financial Information                           

CHAPTER TWO 
FINANCIAL INFORMATION 

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION 

     Qwest  common  stock is listed on the NASDAQ and U S WEST  common  stock is
listed on the NYSE. Qwest's ticker symbol on the NASDAQ is "QWST" and U S WEST's
ticker symbol on the NYSE is "USW." The following table shows,  for the calendar
quarters  indicated,  based on published  financial sources (1) the high and low
last reported  closing prices per share of Qwest common stock as reported on the
NASDAQ  Composite  Tape,  (2) the high and low last reported  closing prices per
share of U S WEST  common  stock  (and,  prior to June  15,  1998,  the U S WEST
Communications  Group  targeted  common stock,  the targeted stock of U S WEST's
predecessor)  as reported on the New York Stock Exchange  Composite  Transaction
Tape and (3) the cash  dividends  per share of each of Qwest and U S WEST common
stock.                                                                          

                                                        [Enlarge/Download Table]

                                                Qwest Common Stock(1)                 U S WEST Common Stock        
                                          ---------------------------------    ------------------------------------
                                           High           Low      Dividend     High            Low        Dividend
                                          -------       --------   --------    -------        -------      --------
                                                                                                                   
1997                                                                                                               
  First Quarter...................        $  n/a         $  n/a        --      $37.250        $31.750        $0.535
  Second Quarter..................        $ 7.375        $ 6.813       --      $38.500        $31.125        $0.535
  Third Quarter...................        $12.750        $ 6.813       --      $39.438        $35.625        $0.535
  Fourth Quarter..................        $16.438        $11.875       --      $46.938        $36.875        $0.535
1998                                                                                                               
  First Quarter...................        $20.219        $15.094       --      $56.313        $45.375        $0.535
  Second Quarter..................        $19.781        $13.938       --      $57.438        $46.813        $0.535
  Third Quarter...................        $23.000        $12.500       --      $54.938        $48.438        $0.535
  Fourth Quarter..................        $25.031        $14.469       --      $65.000        $51.875        $0.535
1999                                                                                                               
  First Quarter...................        $37.406        $25.625       --      $65.625        $53.313        $0.535
  Second Quarter..................        $48.063        $32.563       --      $62.250        $51.563        $0.750
  Third Quarter (through August 6)        $35.938        $27.250       --      $60.250        $54.313       --     
------------------                                                                                                 
<FN>                                                                                                               
<F1>                                                                                                               
 (1) Qwest prior period share prices have been restated to give effect to (1)                                      
     a two-for-one stock split effective February 25, 1998 and (2) a second                                        
     two-for-one stock split effective May 24, 1999.                                                               
</FN>                                                                                                              

     On May 14, 1999, the last full trading day prior to the announcement of the
signing of the Global-U S WEST merger agreement, the last reported closing price
per share of U S WEST stock was $62.25.  On June 11, 1999, the last full trading
day before Qwest publicly  announced its initial proposal for U S WEST, the last
reported  closing  prices per share of Qwest and U S WEST stock were $44.875 and
$54.875  respectively.  On July 16, 1999, the last full trading day prior to the
announcement of the signing of the merger  agreement,  the last reported closing
prices  per  share  of  Qwest  and  U S  WEST  stock  were  $35.00  and  $60.25,
respectively. On [____________], 1999, the most recent practicable date prior to
the mailing of this joint proxy statement/prospectus,  the last reported closing
prices per share of Qwest and U S WEST stock were $[________] and $[__________],
respectively.  Shareholders are urged to obtain current market  quotations prior
to making any decision with respect to the merger.                              

     Unless otherwise agreed to by Qwest and U S WEST, the merger agreement does
not permit Qwest to change its  dividend  policy  before the merger.  The merger
agreement  allows U S WEST to continue to pay  dividends in a manner  consistent
with its past practice.  The merger agreement provides that Qwest initially will
pay a dividend of $0.0125  per  quarter  after  completion  of the  merger.  The
payment of dividends by the combined  company  after the merger,  however,  will
depend on business  conditions,  the combined company's  financial condition and
earnings, and other factors.                                                    

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QWEST COMMUNICATIONS INTERNATIONAL INC. AND SUBSIDIARIES
 SELECTED FINANCIAL DATA

                                                        [Enlarge/Download Table]
                                                                                                           (unaudited)     
                                                                                                           Six Months      
                                                         Years Ended December 31,                        Ended June 30,    
                                           --------------------------------------------------------     ------------------ 
                                                         (in millions, except per share amounts)                           
                                            1994         1995         1996       1997       1998(1)      1998        1999  
                                           ------       ------       ------     ------      -------     ------      ------ 
                                                                                                                           
Statement of Operations:                                                                                                   

Total revenue...........................  $    71      $   125      $   231     $  697      $ 2,242    $   571     $ 1,752 
Total operating expense.................       82          161          243        673        2,996      1,395       1,599 
Earning (loss) from operations..........      (11)         (36)         (12)        24         (754)      (824)        153 
Earning (loss) before income taxes......      (11)         (39)         (10)        24         (850)      (843)         72 
Net earnings (loss).....................      $(7)        $(25)         $(7)       $15        $(844)     $(816)        $23 
Net earnings (loss) per share - basic...  $ (0.02)     $ (0.08)     $ (0.02)    $ 0.04      $ (1.51)   $ (1.82)    $  0.03 
Net earnings (loss) per share - diluted.  $ (0.02)     $ (0.08)     $ (0.02)    $ 0.04      $ (1.51)   $ (1.82)    $  0.03 

                                                                                                           (unaudited)     
                                                              As of December 31,                         As of June 30,    
                                           --------------------------------------------------------     ------------------ 
                                                              (in millions, except per share amounts)                      
                                            1994         1995         1996       1997        1998       1998        1999   
                                           ------       ------       ------     ------      ------     ------      ------  
Summary Balance Sheet Data:                                                                                                

Total assets............................  $    90      $   184      $   263     $1,398      $ 8,068    $ 6,549     $10,000 
Long-term debt..........................  $    27      $    69      $   109     $  631      $ 2,307    $ 1,365     $ 2,336 
Total stockholders' equity(2)...........  $    25      $    27      $     9     $  382      $ 4,238    $ 3,671     $ 6,464 

                                                                                                              (unaudited)  
                                                                                                              Six Months   
                                                                                                                 Ended     
                                                              Years Ended December 31,                          June 30,   
                                           --------------------------------------------------------     ------------------ 
                                                              (in millions, except per share amounts)                      
                                            1994         1995         1996       1997        1998       1998        1999   
                                           ------       ------       ------     ------      ------     ------      ------  

Other Financial Data:                                                                                                      

EBITDA(3)...............................  $    (6)     $   (26)     $     7     $   44      $   294    $    29     $   342 
Net cash provided by (used in) operating                                                                                   
 activities.............................  $     3      $   (57)     $    33     $  (36)     $    45       $101     $  (109)
Net cash used in investing activities...  $   (42)     $   (59)     $   (53)    $ (357)     $(1,439)   $  (436)    $  (913)
Net cash provided by financing                                                                                             
 activities.............................  $    34      $   114      $    26     $  766      $ 1,477    $   321     $ 1,997 
Capital expenditures....................  $    41      $    49      $    57     $  346      $ 1,413    $   413     $   764 

     (1)  The selected  financial  and  operating  data for the year ended as of
          December  31,  1998  include  the  effect of the  acquisitions  of LCI
          International,  Inc., Icon CMT Corp., EUnet International  Limited and
          Phoenix  Network,  Inc.,  which  occurred  during  1998.  (See further
          discussion  of these  acquisitions  in  "Management's  Discussion  and
          Analysis of Financial  Condition and Results of Operations"  contained
in the 1998 Qwest Form 10-K.)                               

     (2)  Qwest has not paid cash dividends on its common stock since becoming a
          public company in June 1997. The merger agreement  provides that Qwest
          initially will pay a dividend of $0.0125 per quarter subsequent to the
          consummation  of the merger.  The payment of dividends by the combined
company after the merger, however,                          

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     will  be  determined  by  the  Qwest  Board  and  may  depend  on  business
     conditions,  the combined company's financial  condition and earnings,  and
other factors.                                                        

(3)  EBITDA  represents  net earnings  (loss)  before  interest,  other  expense
     (income),  income tax expense (benefit),  depreciation and amortization,  a
     non-recurring  expense of $2.6 million in the year ended December 31, 1996,
     the  non-recurring  gain on sale of  telecommunication  agreements  of $6.1
     million in the year ended December 31, 1996, to restructure  operations,  a
     non-recurring gain on sale of contract rights of approximately $9.3 million
     in the year ended  December  31,  1997,  and  non-recurring  merger-related
     expenses of $812.5 million and $846.5 million for the six months ended June
     30, 1998 and the year ended  December 31, 1998,  respectively.  EBITDA does
     not  represent  cash  flow for the  periods  presented  and  should  not be
     considered  as an  alternative  to net  earnings  (loss) as an indicator of
     Qwest's  operating  performance  or as an  alternative  to cash  flows as a
     source of liquidity,  and may not be  comparable  with EBITDA as defined by
other companies.                                                      

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U S WEST, INC.
 SELECTED FINANCIAL DATA

     The table below shows selected  historical  financial  information  for U S
WEST.  The  information  has been  prepared  using  the  consolidated  financial
statements  of U S WEST as of the  dates  indicated  and for each of the  fiscal
periods presented.                                                              

     On October 25, 1997,  the Board of Directors  of U S WEST's  former  parent
company  (herein  referred to as "Old U S WEST")  adopted a proposal to separate
Old U S WEST into two independent companies (the "Separation").                 
Old U S WEST                                                                    
conducted its  businesses  through two groups:  (i) the U S WEST  Communications
Group (the "Communications Group"), which included the communications businesses
of Old U S WEST,  and (ii) the U S WEST Media Group (the "Media  Group"),  which
included the  multimedia  and  directory  businesses of Old U S WEST. On June 4,
1998,  shareholders  of Old U S WEST  voted in favor  of the  Separation,  which
became  effective  June  12,  1998  (the  "Separation  Date").  As  part  of the
Separation,  Old  U S  WEST  contributed  to U S  WEST  the  businesses  of  the
Communications  Group and the domestic directories business of Media Group known
as U S WEST Dex, Inc. ("Dex"). The alignment of Dex with U S WEST is referred to
in this joint proxy  statement/prospectus  as the "Dex  Alignment." Old U S WEST
has continued as an independent  public  company  comprised of the businesses of
Media  Group,  other  than  Dex,  and has  been  renamed  MediaOne  Group,  Inc.
("MediaOne").                                                                   

     The Separation was  implemented  under the terms of a separation  agreement
between  U S WEST  and  MediaOne.  In the  Separation,  each  share  of U S WEST
Communications Group common stock was exchanged for one share of U S WEST common
stock. In connection with the Dex Alignment: (i) Old U S WEST distributed,  as a
dividend to holders of Media Group common stock, approximately 16,341,000 shares
of U S WEST  common  stock  (net  of the  redemption  of  approximately  305,000
fractional  shares)  with an  aggregate  value of $850 million and (ii) U S WEST
refinanced  $3.9 billion of Old U S WEST debt,  formerly  allocated to the Media
Group (the "Dex Indebtedness").                                                 

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                                                        [Enlarge/Download Table]

                                                                                                               (Unaudited)         
                                                                                                               Six Months Ended    
                                            Year Ended December 31,                                                 June 30,       
                                           ----------------------------------------------------------        --------------------  
                                            1994         1995         1996         1997         1998          1998          1999   
                                           ------       ------       ------       ------       ------        ------        ------  
                                                                     (in millions, except per share amounts)                       
                                                                                                                                   
Operating revenues......................  $10,132      $10,508      $11,168      $11,479      $12,378         $6,062        $6,440 
Operating expenses......................    7,616        7,931        8,356        8,703        9,329          4,563         4,792 
Operating income........................    2,516        2,577        2,812        2,776        3,049          1,499         1,648 
Income before extraordinary item and                                                                                               
 cumulative effect of change in                                                                                                    
 accounting principle(1)................    1,403        1,431        1,501        1,527        1,508            761           818 
Net income(2)...........................    1,403        1,423        1,535        1,524        1,508            761           818 

Pro forma income(3).....................        *            *            *            *        1,436            689           n/a 
Historical earnings per share:(1,2,4)                                                                                              
 Basic..................................     3.09         3.02         3.21         3.16         3.05           1.56          1.62 
 Diluted................................     3.03         2.98         3.17         3.12         3.02           1.55          1.61 
Average common shares outstanding                                                                                                  
 (thousands):                                                                                                                      
 Basic..................................  453,316      470,716      477,549      482,751      494,395        486,424       503,622 
 Diluted................................  463,801      481,933      488,591      491,232      498,798        490,521       508,255 
Pro forma earnings per share:(3)                                                                                                   
 Basic..................................        *            *            *            *        $2.86          $1.37           n/a 
 Diluted................................        *            *            *            *         2.84           1.36           n/a 
Pro forma average common shares                                                                                                    
 outstanding (thousands):(3)                                                                                                       
 Basic..................................        *            *            *            *      501,827        501,411           n/a 
 Diluted................................        *            *            *            *      506,230        505,508           n/a 
Dividends per common share..............    $2.14        $2.14        $2.14        $2.14        $2.14          $1.07        $1.285 
Equivalent historical earnings per                                                                                                 
 share: (1,2,4,6)                                                                                                                  
 Basic..................................     1.57         1.53         1.63         1.60         1.55           0.79          0.82 
 Diluted................................     1.54         1.51         1.61         1.58         1.53           0.79          0.82 
Equivalent average common shares                                                                                                   
 outstanding (thousands): (7)                                                                                                      
 Basic..................................  893,680      927,983      941,454      951,709      974,664        958,950       992,855 
 Diluted................................  914,351      950,096      963,222      968,429      983,345        967,027     1,001,974 
Equivalent pro forma earnings per                                                                                                  
 share: (3,6)                                                                                                                      
 Basic..................................        *            *            *            *        $1.45          $0.69           n/a 
 Diluted................................        *            *            *            *         1.44           0.69           n/a 
Equivalent pro forma average common                                                                                                
 shares outstanding (thousands): (7)                                                                                               
 Basic..................................        *            *            *            *      989,316        988,496           n/a 
 Diluted................................        *            *            *            *      997,996        996,573           n/a 
Equivalent dividends per common                                                                                                    
 share (6)                                  $1.09        $1.09        $1.09        $1.09        $1.09         $0.543        $0.652 
Total assets............................   16,317       16,960       17,279       17,667       18,407         18,597        21,891 
Total debt(5)...........................    6,147        6,782        6,545        5,715        9,919         10,699        12,676 
Debt to total capital ratio.............     64.7%        65.0%        61.6%        56.7%        92.9%          95.7%         92.2%
Capital expenditures....................   $2,513       $2,770       $2,831       $2,672       $2,905         $1,331        $1,768 
Telephone network access lines in                                                                                                  
 service (thousands)....................   14,299       14,795       15,424       16,033       16,601         16,306        16,816 
Billed access minutes of use (millions):                                                                                           
 Interstate.............................   43,768       47,801       52,039       55,362       58,927         29,161        30,720 
 Intrastate.............................    8,507        9,504       10,451       11,729       12,366          6,099         6,355 

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                                                        [Enlarge/Download Table]

                                                                                                                                   
                                                                                                               (Unaudited)         
                                                                                                              Six Months Ended     
                                                             Year Ended December 31,                               June 30,        
                                            ----------------------------------------------------------        -------------------- 
                                             1994         1995         1996         1997         1998          1998          1999  
                                            ------       ------       ------       ------       ------        ------        ------ 
                                                                      (in millions, except per share amounts)                      
Total employees.........................    55,246       54,552       51,477       51,110       54,483         53,535        55,726
Telephone company employees.............    47,493       47,934       45,427       43,749       46,310         45,497        47,044
Telephone company employees per                                                                                                    
 10,000 access lines....................      33.2         32.4         29.5         27.3         27.9           27.9          28.0
<FN>                                                                                                                               
-------------------                                                                                                                
<F1>                                                                                                                               
(1)  1998 income includes  Separation  expenses of $68 ($0.13 per diluted share)                                                   
     associated  with  the  Separation  of Old U S  WEST  into  two  independent                                                   
     companies and an asset impairment  charge of $21 ($0.04 per diluted share).                                                   
     1997 income  includes a $152  regulatory  charge ($0.31 per diluted  share)                                                   
     related  primarily to the 1997  Washington  State Supreme Court ruling that                                                   
     upheld a Washington  rate order, a gain of $32 ($0.07 per diluted share) on                                                   
     the sale of an interest in Bell Communications Research, Inc. and a gain of                                                   
     $48 ($0.10 per diluted  share) on the sales of local  telephone  exchanges.                                                   
     1996 income  includes a gain of $36 ($0.07 per diluted  share) on the sales                                                   
     of local  telephone  exchanges  and the  current  effect of $15  ($0.03 per                                                   
     diluted share) from adopting  Statement of Financial  Accounting  Standards                                                   
     ("FAS") No. 121,  "Accounting  for the Impairment of Long- Lived Assets and                                                   
     for  Long-Lived  Assets to be Disposed of." 1995 income  includes a gain of                                                   
     $85 ($0.18 per diluted share) on the sales of local telephone exchanges and                                                   
     costs  of  $8  ($0.02  per  diluted   share)   associated   with  the  1995                                                   
     Recapitalization discussed in footnote 4 below. 1994 income includes a gain                                                   
     of $51 ($0.11 per diluted share) on the sales of local telephone exchanges.                                                   
<F2>                                                                                                                               
(2)  1997 net income was  reduced  by an  extraordinary  charge of $3 ($0.01 per                                                   
     diluted  share)  for the  early  extinguishment  of debt.  1996 net  income                                                   
     includes a gain of $34 ($0.07 per diluted share) for the cumulative  effect                                                   
     of the  adoption  of FAS  No.  121.  1995  net  income  was  reduced  by an                                                   
     extraordinary   item  of  $8  ($0.02  per  diluted  share)  for  the  early                                                   
     extinguishment of debt.                                                                                                       
<F3>                                                                                                                               
(3)  Pro forma income reflects the incremental  interest expense associated with                                                   
     the  Dex  Indebtedness  from  the  beginning  of  the  period  through  the                                                   
     Separation  Date. The pro forma earnings per share amounts also reflect the                                                   
     issuance of  approximately  16,341,000  shares of common  stock (net of the                                                   
     redemption of approximately 305,000 fractional shares) issued in connection                                                   
     with the Dex Alignment as if the shares had been issued at the beginning of                                                   
     the period indicated.                                                                                                         
<F4>                                                                                                                               
(4)  The historical average shares  outstanding assume a one-for-one  conversion                                                   
     of historical Communications Group common shares outstanding into shares of                                                   
     U S WEST as of the  Separation  Date.  The 1998  historical  average common                                                   
     shares outstanding include the issuance of approximately  16,341,000 shares                                                   
     of common stock (net of  redemption  of  approximately  305,000  fractional                                                   
     shares) issued in connection with the Dex Alignment.  Effective November 1,                                                   
     1995,  each share of common  stock of Old U S WEST was  converted  into one                                                   
     share   each  of   Communications   Stock  and  Media   Stock   (the  "1995                                                   
     Recapitalization").  Earnings  per common  share and  dividends  per common                                                   
     share for 1995 and 1994 have been presented on a pro forma basis to reflect                                                   
     the two classes of stock as if they had been  outstanding  since January 1,                                                   
     1994.                                                                                                                         
<F5>                                                                                                                               
(5)  1998 and 1999 debt includes $3,900 of Dex Indebtedness.                                                                       
<F6>                                                                                                                               
(6)  The equivalent historical earnings per share, equivalent pro forma earnings                                                   
     per share,  and  equivalent  dividends per common share were  calculated by                                                   
     dividing the historical  earnings per share,  pro forma earnings per share,                                                   
     and dividends per share by a Qwest exchange ratio of 1.9714,  reflecting an                                                   
     Average Price of $35.                                                                                                         
<F7>                                                                                                                               
(7)  The equivalent  average common shares  outstanding and equivalent pro forma                                                   
     average  common  shares  outstanding  were  calculated by  multiplying  the                                                   
     average  common  shares  outstanding  and pro forma  average  common shares                                                   
     outstanding  by a Qwest  exchange  ratio of 1.9714,  reflecting  an Average                                                   
     Price of $35.                                                                                                                 
<F8>                                                                                                                               
*    Information has not been presented.                                                                                           
</FN>                                                                                                                              

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QWEST COMMUNICATIONS INTERNATIONAL INC. AND U S WEST, INC.
COMPARATIVE PER SHARE DATA
 (Unaudited)

                                                                [Download Table]

                                                                                   

                                                  At December 31,      At June 30, 
                                                       1998               1999     
                                                  ---------------       -----------
Book value per share                                                               
 Qwest historical..............................   $ 6.11                $ 8.68     
 U S WEST historical...........................   $ 1.50                $ 2.11     
 Qwest/U S WEST pro forma combined.............   $15.61                $16.34     
 U S WEST pro forma equivalent (a).............   $30.77                $32.21     

                                                  For the Year         For the Six 
                                                      Ended           Months Ended 
                                                  December 31,          June 30,   
                                                      1998                1999     
                                                  ---------------       -----------
Net earnings (loss) per share                                                      
 Qwest historical - basic and diluted..........   $(1.51)               $ 0.03     
 U S WEST historical - basic...................   $ 3.05                $ 1.62     
 U S WEST historical - diluted.................   $ 3.02                $ 1.61     
 Qwest/U S WEST pro forma combined - basic.....   $ 0.07                $ 0.35     
 Qwest/U S WEST pro forma combined - diluted...   $ 0.07                $ 0.34     
 U S WEST pro forma equivalent - basic (a).....   $ 0.14                $ 0.69     
 U S WEST pro forma equivalent - diluted (a)...   $ 0.14                $ 0.67     

-------------------                                                                
<FN>                                                                               
<F1>                                                                               
(a)  The U S WEST pro forma equivalent  represents the Qwest/U S WEST book value   
     or net income  (loss) per share  multiplied  by a Qwest  exchange  ratio of   
     1.9714 reflecting an Average Price of $35.00.                                 
</FN>                                                                              

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UNAUDITED PRO FORMA CONDENSED COMBINED
 FINANCIAL INFORMATION

     The  unaudited  pro forma  information  set forth below gives effect to the
merger of U S WEST with and into Qwest as if it had been completed on January 1,
1998,  for  purposes  of the  statements  of  operations,  and as if it had been
completed  on  June  30,  1999,  for  balance  sheet  purposes,  subject  to the
assumptions  and  adjustments  in  the  accompanying  notes  to  the  pro  forma
information. The unaudited pro forma condensed combined financial information is
derived from the historical financial statements of Qwest and U S WEST.         

     U S WEST  will  account  for  the  merger  under  the  purchase  method  of
accounting.  Under the purchase method of accounting,  the acquiring  enterprise
for accounting purposes in a business  combination effected through the exchange
of stock is presumptively the enterprise whose former common shareholders either
retain or receive  the  larger  portion  of the  voting  rights in the  combined
enterprise. U S WEST shareholders will receive between 54% and 62% of the voting
rights of the combined  company (59% as of the date of the  announcement  of the
merger) and is presumptively  the accounting  acquiror.  Management has analyzed
the factors that may indicate U S WEST should not be deemed to be the accounting
acquiror,  including  (1) U S WEST's  level of  representation  on the  Board of
Directors  of  the  combined  company;  (2) U S  WEST's  representation  in  the
surviving company  management team; (3) the market value of the shares held by U
S WEST and Qwest  shareholders;  (4) the relative size of the financial measures
(for example,  revenues,  total assets, net income and so forth) of U S WEST and
Qwest; and (5) the relative size of non-financial measures of U S WEST and Qwest
(for example, customers,  employees and so forth). Management has concluded that
none of these factors, either individually or in the aggregate, is sufficient to
rebut the  presumption  that U S WEST should be deemed the accounting  acquiror.
Accordingly,  U S WEST will be deemed the acquiror for  accounting  purposes and
its assets and liabilities  will be brought forward at their net book values.  A
new basis will be established for Qwest's assets and liabilities  based upon the
fair values thereof. The purchase accounting adjustments made in connection with
the development of the pro forma condensed  combined  financial  information are
preliminary  and have been made solely for purposes of developing such pro forma
condensed combined financial information.                                       

     The pro forma  adjustments  do not reflect any operating  efficiencies  and
cost savings that may be achieved with respect to the combined  companies nor do
they include any  adjustments to historical  sales for any future price changes.
Further,  the pro forma  condensed  combined  statements  of  operations  do not
reflect  Qwest's  discontinuance  of interLATA  services  within the U S WEST 14
state  region.  InterLATA  revenues  earned by Qwest  from the U S WEST 14 state
region were  approximately  $96 million for the six months  ended June 30, 1999.
Upon  the  closing  of the  merger,  the  combined  company  may  incur  certain
integration   related   expenses  not  reflected  in  the  pro  forma  financial
information as a result of the elimination of duplicate facilities,  operational
realignment  and related  workforce  reductions.  Such costs would  generally be
recognized as a liability  assumed as of the merger date resulting in additional
goodwill if they relate to  facilities  or  workforce  previously  aligned  with
Qwest,  and  would  be  expensed  if they  relate  to  facilities  or  workforce
previously aligned with U S WEST. The assessment of integration related expenses
is ongoing. The following pro forma information is not necessarily indicative of
the  financial  position or operating  results that would have  occurred had the
merger been consummated on the dates discussed above, or at the beginning of the
periods,  for which such  transactions  are being  given  effect.  The pro forma
adjustments  reflecting  the  consummation  of the  merger  are  based  upon the
assumptions set forth in the notes hereto,  including the exchange of all of the
outstanding  shares of U S WEST for an  aggregate of  approximately  994 million
shares of Qwest  common  stock and the  exchange  of U S WEST stock  options for
Qwest stock options.  If the Average Price is less than $38.70 per share,  Qwest
and U S WEST may elect to pay a portion of the merger consideration in cash. The
accompanying  pro forma financial  information  assumes no cash component to the
merger consideration.                                                           

     Qwest and U S WEST are  unaware of events  other than  those  disclosed  in
these pro forma notes that would  require a material  change to the  preliminary
purchase price allocation. However, a final determination of necessary          

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purchase  accounting  adjustments will be made upon the completion of a study to
be  undertaken  to  determine  the  fair  value of  certain  of its  assets  and
liabilities,   including   intangible   assets  and   in-process   research  and
development.  Refer to Note 2 for a discussion  of the  sensitivity  to earnings
that may occur as a result of the final  determination  of fair value.  Assuming
completion  of  the  merger,  the  actual  financial  position  and  results  of
operations  will  differ,  perhaps  significantly,  from the pro  forma  amounts
reflected herein because of a variety of factors, including access to additional
information,  changes in value not currently identified and changes in operating
results  between the dates of the pro forma financial data and the date on which
the merger takes place.                                                         

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QWEST COMMUNICATIONS INTERNATIONAL INC. AND U S WEST, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Six Months Ended June 30, 1999
 (Unaudited)
 (Amounts in Millions, Except Per Share Information)

                                                        [Enlarge/Download Table]

                                                        Historical                                
                                               --------------------------                         
                                                                            Pro Forma   Pro Forma 
                                               Qwest(1)     U S WEST(1)    Adjustments   Combined 
                                               --------     -----------    -----------  --------- 
                                                                                                  
Revenue:                                                                                          
      Communications services.................  $1,528      $6,440        $             $7,968    
      Construction services...................     224          --                         224    
                                                 -----       -----         -----         -----    
                                                 1,752       6,440                       8,192    
Operating expenses:                                                                               
      Operating expenses......................   1,410       3,617                       5,027    
      Depreciation and amortization...........     189       1,175           (77) (4)    1,625    
                                                                             296  (5)             
                                                                              42  (6)             
                                                 -----       -----         -----         -----    
                                                 1,599       4,792           261         6,652    
                                                 -----       -----         -----         -----    
Earnings from operations......................     153       1,648          (261)        1,540    
Other expense:                                                                                    
      Interest expense, net...................      71         316                         387    
      Other, net..............................      10          14                          24    
                                                 -----       -----         -----         -----    
Earnings before income taxes..................      72       1,318          (261)        1,129    
Income tax expense............................      49         500           (17) (6)      532    
                                                 -----       -----         -----         -----    
Net earnings..................................     $23      $  818        $ (244)       $  597    
                                                 =====       =====         =====         =====    
Net earnings per share - basic................  $ 0.03      $ 0.82 (7)                  $ 0.35 (7)
                                                 =====       =====                       =====    

Net earnings per share - diluted..............  $ 0.03      $ 0.82                      $ 0.34 (7)
                                                 =====       =====                       =====    

Weighted average shares outstanding - basic...     708         994 (7)                   1,702 (7)
                                                 =====       =====                       =====    

Weighted average shares outstanding - diluted.     747       1,001 (7)                   1,748 (7)
                                                 =====       =====                       =====    

 See accompanying notes to unaudited pro forma condensed
 combined financial information.

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QWEST COMMUNICATIONS INTERNATIONAL INC. AND U S WEST, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 1998
 (Unaudited)
 (Amounts in Millions, Except Per Share Information)

                                                        [Enlarge/Download Table]

                                                      Historical                                      
                                               ------------------------                               
                                                                           Pro Forma     Pro Forma    
                                               Qwest(1)     U S WEST(1)    Adjustments    Combined    
                                               --------     -----------    -----------    ---------   
                                                                                                      
Revenue:                                                                                              
      Communications services.................  $1,554        $12,378       $              $13,932    
      Construction services...................     688            --                           688    
                                                 -----         ------         ---           ------    
                                                 2,242         12,378                       14,620    
                                                 -----         ------         ---           ------    
Operating expenses:                                                                                   
      Operating expenses......................   1,948          7,130                        9,078    
      Depreciation and amortization...........     202          2,199                                 
                                                                              (92) (4)       2,985    
                                                                              591  (5)                
                                                                               85  (6)                
      Merger costs............................      86             --                           86    
      Provision for in-process R&D............     760             --                          760    
                                                 -----         ------         ---           ------    
                                                 2,996         9,329          584           12,909    
                                                 -----         ------         ---           ------    
Earnings (loss) from operations...............    (754)        3,049         (584)           1,711    

Other expense (income):                                                                               
      Interest expense, net...................      97           543                           640    
      Other, net..............................      (1)           87                            86    
                                                 -----         ------         ---           ------    
Earnings (loss) before income taxes...........    (850)         2,419        (584)             985    
Income tax expense (benefit)..................      (6)           911         (34) (6)         871    
                                                 -----         ------         ---           ------    
Net earnings (loss)...........................  $ (844)         1,508       $(550)            $114    
                                                 =====         ======         ===           ======    
Net earnings (loss) per share - basic.........  $(1.51)       $  1.55 (7)                  $  0.07 (7)
                                                 =====         ======                       ======    
Net earnings (loss) per share - diluted.......  $(1.51)       $  1.53 (7)                  $  0.07 (7)
                                                 =====         ======                       ======    
Weighted average shares outstanding - basic...     558            975 (7)                    1,533 (7)
                                                 =====         ======                       ======    
Weighted average shares outstanding - diluted.     558            983 (7)      29  (11)      1,570 (7)
                                                 =====         ======         ===           ======    

 See accompanying notes to unaudited pro forma condensed
 combined financial information.

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QWEST COMMUNICATIONS INTERNATIONAL INC. AND U S WEST, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 1999 
 (Unaudited)
 (Amounts in Millions)

                                                        [Enlarge/Download Table]

                                                        Historical                                             
                                                 ------------------------                                      
                                                                                          Pro Forma   Pro Forma
                                                 Qwest(1)     U S WEST(1)   Adjustments    Combined            
                                                 --------     -----------   -----------    ---------           
                                                                                                               
ASSETS                                                                                                         
Current assets:                                                                                                
      Cash and cash equivalents................   $1,437           $122    $                 $1,559            
      Trade accounts receivable, net...........      664          1,730                       2,394            
      Deferred income tax asset................       30            153                         183            
      Prepaid expenses and other...............      210            665                         875            
                                                  ------         ------     ------           ------            
      Total current assets.....................    2,341          2,670                       5,011            
Property and equipment, net....................    3,160         15,480      2,120   (6)     20,760            
Excess of cost over net assets acquired........    3,309            --      (3,309)  (8)     23,655            
                                                                            23,655   (2)                       
Other, net.....................................    1,190          3,741       (417)  (8)      4,514            
                                                                               140   (3)                       
                                                                              (140)  (3)                       
                                                  ------         ------     ------           ------            

Total assets...................................  $10,000        $21,891    $22,049          $53,940            
                                                  ======         ======     ======           ======            

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                           
Current liabilities............................     $943         $7,902       $100  (10)     $9,225            
                                                                               280   (3)                       
Long-term debt and capital lease obligations...    2,336          8,458        (68)  (9)     10,726            
Other long-term liabilities....................      257          4,465        848   (6)      5,570            
                                                  ------         ------     ------           ------            
      Total liabilities........................    3,536         20,825      1,160           25,521            
                                                  ------         ------     ------           ------            
Stockholders' equity                                                                                           
    Common stock and additional paid in capital    7,195            589     20,438  (10)     28,222            
    Retained earnings (accumulated deficit)....     (853)           394        853  (10)        114            

                                                                              (280)  (3)                       
    Accumulated other comprehensive income.....      122             83       (122) (10)         83            
                                                  ------         ------     ------           ------            
    Total stockholders' equity.................    6,464          1,066     20,889           28,419            
                                                  ------         ------     ------           ------            

Total liabilities and stockholders' equity.....  $10,000        $21,891    $22,049          $53,940            
                                                  ======         ======     ======           ======            

 See accompanying notes to unaudited pro forma condensed
 combined financial information.

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Notes to Unaudited Pro Forma Condensed Combined Financial           
Information                                                                     

1.   These columns  reflect the  historical  results of operations and financial
position of the respective companies.                                 

2.   This  adjustment  reflects the merger of Qwest with U S WEST. U S WEST will
     be  deemed  the  acquiror  for  accounting  purposes  and  its  assets  and
     liabilities  will be brought forward at their net book values.  A new basis
     will be  established  for Qwest's  assets and  liabilities  by relating the
total merger consideration to the fair values thereof.                

     All  outstanding  options  to  purchase  shares  of U S WEST will vest upon
     completion  of the merger.  These  options will be exchanged for options to
     purchase shares of Qwest common stock.  Qwest options granted prior to June
     1, 1998, will vest and remain  outstanding  upon the merger.  Qwest options
     granted  on or after  June 1,  1998  will  remain  outstanding  and vest in
     accordance  with their original terms.  All vested and unvested  options of
     Qwest  will be  recorded  at their  fair  value by using the  Black-Scholes
option pricing model.                                                 

This adjustment  reflects the step-up of Qwest's assets and  liabilities to fair
value (in millions, except per share amounts):                        

Equivalent per share merger consideration....................... $      35
Shares of Qwest common stock outstanding........................       745
                                                                   -------
                                                                    26,075
 Historical net book value of Qwest..............................    (6,464)
Fair value of Qwest options.....................................     1,558
Merger costs incurred by U S WEST (estimate)....................       100
                                                                   -------
     Step-up of Qwest assets and liabilities to fair value......    21,269
Pro forma adjustments relating to:                                        
     Existing Qwest intangible assets...........................     3,726
      Debt ......................................................       (68)
      Existing fiber optic network...............................    (2,120)
     Deferred tax impacts ......................................       848
                                                                   -------
Preliminary goodwill............................................ $  23,655
                                                                   =======

     Upon the  closing of the  merger,  the step-up in the fair value of Qwest's
     assets and  liabilities  will be  allocated  to its  specific  identifiable
     tangible and intangible assets and liabilities. A preliminary allocation of
     the  purchase  price has been made to  certain  identifiable  tangible  and
     intangible assets and liabilities of Qwest,  including  deferred income tax
     impacts,  based upon information available to management at the date of the
     preparation of the  accompanying  pro forma  condensed  combined  financial
     information.  The final  allocation of fair value may also include  certain
     in-process  research and development  projects and other intangible  assets
such as customer relationships.                                       

     Consideration  allocated to in-process  research and  development  projects
     would be recorded  as a charge  against net income in the period the merger
     occurs. Each $1 billion of consideration  allocated to in- process research
     and  development  would  have the  effect of  increasing  net income by $25
     million annually by reducing goodwill  amortization  expense. A preliminary
     estimate of in-process research and development will not be available until
     the  completion of an  independent  evaluation of each project,  if any, in
process as of the merger date.                                        

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     Assuming  an  estimated  useful  life  of 10  years,  each  $1  billion  of
     consideration allocated to intangible assets other than goodwill would have
     the effect of  decreasing  net  income by $45  million  annually.  Upon the
     closing of the merger,  the combined company may incur certain  integration
     related expenses not reflected in the pro forma financial  information as a
     result of the elimination of duplicate facilities,  operational realignment
     and related workforce reductions.  Such costs would generally be recognized
     as a  liability  assumed  as of the merger  date  resulting  in  additional
     goodwill  if these  costs  relate to  facilities  or  workforce  previously
     aligned  with  Qwest,  and  would be  expensed  if these  costs  relate  to
facilities or workforce previously aligned with U S WEST.             

     The per share merger  consideration has been fixed at $69 for each U S WEST
     common share  outstanding  provided  Qwest's  common stock remains  between
     $28.26 and $39.90 per share. The number of Qwest shares to be issued to U S
     WEST will vary in relation to the market price of Qwest's common stock (the
     denominator)  and $69 per share (the  numerator)  in order to maintain  the
     value at $69 per  share.  The  equivalent  fixed  price per share for Qwest
     shares,  after  adjustment  for the  exchange  of U S WEST shares for Qwest
     shares upon consummation of the merger, is $35.00 per share. If the Average
     Price falls below  $38.70 per share,  Qwest and U S WEST can elect to pay a
     portion of the consideration in cash. Using Qwest's  incremental  borrowing
     rate at June 30, 1999, each $1 billion of merger consideration paid in cash
     would  reduce net  income by  approximately  $40  million  annually  due to
     increased interest expense.  If the Average Price falls below $22 per share
     or if the closing price of Qwest's common stock is less than $22 for any 20
     consecutive  trading days between the signing of the merger  agreement  and
     the  completion of the merger,  U S WEST may  terminate the merger.  If the
     Average Price exceeds $39.90 or falls below $28.26, the value of Qwest will
     be re-established  for accounting  purposes since the price established for
     the U S WEST common  shares  will no longer be fixed at $69 per share.  For
     every $1 per share  change in stock price  outside of this range,  goodwill
     amortization would change by approximately $19 million annually, based upon
a 40-year life.                                                       

3.   As a result of the termination of the merger agreement between U S WEST and
     Global,  U S WEST  paid  Global a  termination  fee of $280  million.  $140
     million of the  termination fee was funded by Qwest and will be recorded on
     U S WEST's  balance  sheet as a note payable to Qwest.  $140 million of the
     termination  fee will be satisfied by conveying  approximately  2.3 million
     shares  of  Global  stock  acquired  by U S WEST  in June  1999 to  Global.
     Further,  Qwest has agreed to acquire $140 million in services  from Global
     over a four year period at the most favorable commercially available prices
     offered by Global.  The $280  million  will result in a charge  against U S
     WEST's  earnings.  The  charge  has not  been  reflected  in the pro  forma
     condensed  combined  statement of operations  because it is a non-recurring
     item  resulting  directly  from the merger of U S WEST and  Qwest.  The pro
     forma condensed  combined balance sheet includes the charge of $280 million
     against retained earnings and the $140 million prepayment for capacity. For
     the purpose of the pro forma  condensed  combined  balance sheet,  the note
     payable  from U S WEST to  Qwest  has not  been  reflected  as it  would be
eliminated in consolidation upon the closing of the merger.           

4.   Represents the reversal of Qwest amortization as originally  recorded.  The
     adjustment  discussed in note (5) records amortization expense based on the
intangible assets created by the merger.                              

5.   This entry  represents  the  amortization  of goodwill  resulting  from the
     preliminary  allocation of the merger  consideration over the fair value of
     Qwest's  identifiable  net  assets.  Qwest  expects  the  amount  of excess
     consideration  allocated  to goodwill to be  amortized  over 40 years.  The
     factors  considered in  determining  the  appropriate  amortization  period
     included  the  expected  life  of  the  associated  technology,  legal  and
     regulatory issues, future changes in technology,  anticipated market demand
     and  competition.  An allocation to workforce and other  intangible  assets
     with  shorter  amortization  periods  will be made,  although  the  amounts
     allocated are not expected to be material.  Qwest will evaluate the periods
     of amortization  continually to determine  whether events and circumstances
     warrant  revised  estimates  of useful  lives.  Annual  amortization  would
     increase  and net income  would  decrease  by $85  million  for a five year
reduction in the goodwill amortization period. As                     

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     discussed in Note 2, amounts  allocated to other assets such as  intangible
     assets may be  amortized  over  shorter  periods  resulting  in a lower net
     income.  Amounts  allocated  to  goodwill  will also be impacted by any in-
process research and development charge recorded.                     

6.   These entries  represent the  adjustment to fixed assets and the associated
     additional  depreciation  resulting  from the  restatement of Qwest's fiber
     optic  network to  estimated  fair  value.  The  preliminary  fair value of
     Qwest's fiber optic network has been  estimated  based upon recent sales of
     dark  fiber  by Qwest to other  telecommunication  providers.  The  average
     remaining  life of the network is estimated to be  approximately  25 years.
     The fair value of the network and its useful life are preliminary estimates
     and will be refined  subsequent to the closing of the merger.  The increase
     in the fair value of the network  without a  corresponding  increase in the
     tax basis of the network  because of the tax-free  nature of the merger has
     resulted in deferred income taxes and additional  goodwill of $848 million,
     using an  estimated  effective  tax rate of 40%.  The  deferred  taxes will
     reverse and a benefit will be recognized as the step-up in the value of the
network is depreciated.                                               

7.   The pro forma  earnings  per share  assumes the exchange of U S WEST shares
     for Qwest  shares at an exchange  ratio of 1.9714 Qwest shares for each U S
     WEST share. U S WEST's historical  earnings per share have been restated to
reflect the number of equivalent shares to be received in the merger. 

8.   Represents the reversal of Qwest's intangible assets recorded in connection
     with previous  Qwest  mergers.  As discussed in Note 2, a new basis will be
established for Qwest's assets and liabilities based upon fair values.

9.   Represents a fair market value  adjustment on Qwest's fixed rate debt based
   on current interest rates offered for debt of similar terms and maturity.

10.  Represents the elimination of Qwest's  accumulated  deficit and accumulated
     other comprehensive  income and the increase in common stock and additional
     paid-in  capital  for the  step-up of Qwest to fair  value as  follows  (in
millions):                                                            

Increase in additional paid-in capital.......................... $  20,438
Elimination of Qwest's accumulated deficit......................       853
 Elimination of accumulated other comprehensive income...........      (122)
                                                                       100

                                                                    --------
          Step-up to fair value................................. $  21,269
                                                                    ========

11.  Represents  the  incremental  weighted  average  common  share  equivalents
     attributable  to Qwest  securities that were  anti-dilutive  as a result of
Qwest's net loss for the year ended December 31, 1998.                

12.  Qwest pays a fee to U S WEST for access to its network.  The access cost is
     included in Qwest's operating expenses and U S WEST's revenues. The amounts
     included  in the pro  forma  income  statement  information  have  not been
     eliminated.  The elimination  would not have an effect on the pro forma net
     earnings.  There are no other significant transactions between U S WEST and
Qwest.                                                                

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PROJECTIONS AND SYNERGIES 

     Financial  Projections  and Synergies.  We believe that together we will be
the benchmark large  capitalization  growth company with increasing  revenue and
profits.  We expect that the combined  company  will have pro forma  revenues of
approximately  $18.5 billion and pro forma EBITDA of approximately  $7.4 billion
in 2000, and by 2005 have revenues of  approximately  $38 billion to $40 billion
and EBITDA of approximately  $18 billion to $19 billion.  During the period 2000
through 2005, we expect the combined company to have a compounded average annual
revenue  growth  rate of  approximately  15% to 17%,  and a targeted  compounded
annual EBITDA growth rate of approximately 20%.                                 

     We expect that during the period 2000 through  2005 we will  realize  gross
revenue  synergies of more than $12 billion and net  synergies of  approximately
$10.5  billion  to $11.0  billion  as a  result  of the  combination  of our two
companies.  These  synergies,  we believe,  will result from the operational and
structural synergies described below.                                           

      Revenue  benefits.  We expect the combined  company  will realize  revenue
benefits from the following four areas: improved long distance market share gain
within the 14 state U S WEST region,  improved  retention  of customer  base and
increased  share of Internet  and hosting  markets  within the U S WEST  region,
aggressive  build out and  operation  of long  distance  and  competitive  local
exchange  carrier  services outside the U S WEST region by leveraging U S WEST's
systems and Qwest's  broadband  network,  and aggressive build out of high speed
Internet  access (DSL) and data local  exchange  carrier  facilities in multiple
markets to enable a bundled offering of broadband access, Internet,  hosting and
long  distance  services.  We believe that during the period 2000 through  2005,
these revenue benefits will be approximately $4.0 billion to $4.2 billion.      

      Operating expense savings.  We expect to realize operating expense savings
primarily in three areas:  avoided network  operating  expenses,  reduced sales,
general and  administrative  expenses,  and reduced  information  and  operating
systems expenses.                                                               

o    Avoided network  operating  expenses.  We expect the combined  company will
     avoid the need to duplicate many network operating functions and will enjoy
     reduced  network costs  resulting  from  combining the  companies'  network
facilities.                                                           

o    Reduced sales, general and administrative expenses. We expect the increased
     scale of activities  in the combined  company's  operations  will result in
     opportunities  to reduce  costs by  avoiding  expenditures  on  duplicative
     activities, greater purchasing power and the adoption of the best practices
in cost containment across the combined company.                      

o    Reduced  information  and operating  systems  expenses.  We expect to avoid
     duplicate operations of billing, customer service and fulfillment platforms
and functions.                                                        

     We believe  that  during the period  2000  through  2005,  these  operating
expense savings will be approximately $4.3 billion to $4.5 billion.             

     Capital expenditure savings. Capital expenditure savings are expected to be
realized  primarily in three areas: the combined  company's  network  activities
within the 14 state U S WEST region, the combined company's product  development
initiatives,  and  the  avoided  capital  associated  with  the  elimination  of
duplicative  administrative  functions.  We believe  that during the period 2000
through  2005,  these capital  expenditure  savings will be  approximately  $2.2
billion to $2.3 billion.                                                        

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     The  projection  and  synergy  estimates  are based on certain  assumptions
including, among others, that the merger will be completed by June 30, 2000, and
that we would receive approval under Section 271 of the  Telecommunications  Act
to provide interLATA services by December 31, 2001.                             

     The  projections  and synergy  estimates are based on internal  projections
prepared by Qwest and U S WEST, were not prepared with a view to compliance with
the  published  guidelines  of the  Commission  or  the  American  Institute  of
Certified  Public   Accountants,   or  in  accordance  with  generally  accepted
accounting principles, and were not prepared with the assistance of, or reviewed
by, independent accountants.                                                    

     The  projections  and synergy  estimates are based on numerous  assumptions
relating to the businesses of Qwest and U S WEST, industry performance,  general
business and economic  conditions,  development of new technologies,  regulatory
requirements,  and other  matters  that are  inherently  subject to  significant
uncertainties and contingencies  beyond the control of Qwest and U S WEST. These
assumptions  involve  judgments  with  respect to,  among other  things,  future
economic and competitive  conditions,  developments in technology and regulatory
developments.  The  projections  and synergy  estimates,  while  presented  with
numerical specificity,  are inherently imprecise,  and there can be no assurance
that they will prove to be reliable. In fact, actual results may vary materially
from those  shown in the  projections  or synergy  estimates.  We  undertake  no
obligation  to update the  projections  or synergy  estimates  at any time.  See
"Information Regarding Forward-Looking  Statements" and "Risk Factors--Potential
Difficulties in Combining Operations and Realizing Synergies."                  

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 INFORMATION ABOUT THE MEETINGS AND VOTING

     The Qwest Board is using this joint proxy  statement/prospectus  to solicit
proxies from the holders of Qwest common stock for use at the Qwest meeting. The
U S WEST Board is also using this  document to solicit  proxies from the holders
of U S WEST common stock for use at the U S WEST  meeting.  We are first mailing
this joint proxy  statement/prospectus  and accompanying  form of proxy to Qwest
and U S WEST shareholders on or about [________], 1999.                         

Matters Relating to the Meetings                                                

                                                        [Enlarge/Download Table]
..................................................................................................................................
                                           Qwest Meeting                                     U S WEST Meeting                     
..................................................................................................................................
                                                                                                                                  
             Time and Place:    [________], 1999                                 [________], 1999                                 
                                --------------------                             --------------------                             
                                --------------------                             --------------------                             
                                --------------------                             --------------------                             
                                --------------------                             --------------------                             
                                --------------------                             --------------------                             
..................................................................................................................................
    Purpose of Meeting is to    1. the proposal to approve and adopt             1. the proposal to approve and adopt             
                 Vote on the       the merger agreement and the                     the merger agreement and the merger           
            Following Items:       merger, including the issuance of                                                              
                                   Qwest common stock in the merger                                                               
                                   and the Qwest charter amendments                                                               
                                   contemplated by the merger                                                                     
                                   agreement                                                                                      

                                2. such other matters as may properly            2. such other matters as may properly            
                                   come before the Qwest meeting,                   come before the U S WEST meeting,             
                                   including the approval of any                    including the approval of any                 
                                   adjournment of the meeting                       adjournment of the meeting                    

                Record Date:    The record date for shares entitled to vote      The record date for shares entitled to vote      
                                is [_______], 1999.                              is [_______], 1999.                              
..................................................................................................................................
     Outstanding Shares Held    As of ______________, there were                 As of ______________, there were                 
             on Record Date:    approximately ___________ outstanding            ___________ outstanding shares of                
                                shares of Qwest common stock.                    U S WEST common stock.                           
..................................................................................................................................
    Shares Entitled to Vote:    Shares entitled to vote are Qwest common         Shares entitled to vote are U S WEST             
                                stock held at the close of business on the       common stock held at the close of                
                                record date, ________, 1999.                     business on the record date, ________,           
                                                                                 1999.                                            

                                Each share of Qwest common stock that            Each share of U S WEST common stock              
                                you own entitles you to one vote.                that you own entitles you to one vote.           

                                Shares held by Qwest in its treasury are         Shares held by U S WEST in its treasury          
                                not voted.                                       are not voted.                                   

..................................................................................................................................

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                                                        [Enlarge/Download Table]

                                                                                                                                  

..................................................................................................................................
                                           Qwest Meeting                                     U S WEST Meeting                     
..................................................................................................................................
         Quorum Requirement:    A quorum of shareholders is necessary to         A quorum of shareholders is necessary to         
                                hold a valid meeting.                            hold a valid meeting.                            
                                The presence in person or by proxy at the        The presence in person or by proxy at the        
                                meeting of holders of a majority of the          meeting of holders of a majority of the          
                                shares of Qwest common stock entitled to         shares of U S WEST common stock                  
                                vote at the meeting is a quorum.                 entitled to vote at the meeting is a             
                                Abstentions and broker "non-votes" count         quorum. Abstentions and broker "non-             
                                as present for establishing a quorum.            votes" count as present for establishing a       
                                Shares held by Qwest in its treasury do          quorum.  Shares held by U S WEST in its          
                                not count toward a quorum.                       treasury do not count toward a quorum.           
                                A broker non-vote occurs on an item              A broker non-vote occurs on an item              
                                when a broker is not permitted to vote on        when a broker is not permitted to vote on        
                                that item without instruction from the           that item without instruction from the           
                                beneficial owner of the shares and no            beneficial owner of the shares and no            
                                instruction is given.                            instruction is given.                            
..................................................................................................................................
         Shares Beneficially    [__________] shares of Qwest common              [__________] shares of U S WEST                  
          Owned by Qwest and    stock, including exercisable options.            common stock, including exercisable              
      U S WEST  Directors and   These shares  represent in total                 options.  These shares represent in total        
   Executive Officers as of     approximately [___]% of the shares of            approximately [___]% of the shares of            
              July __, 1999:    Qwest common stock outstanding as of             U S WEST common stock outstanding as             
                                July __, 1999.                                   of July __, 1999.                                

                                These individuals have indicated that they       These individuals have indicated that they       
                                will vote in favor of the Qwest proposal.        will vote in favor of the U S WEST               
                                                                                 proposal.                                        
                                In  addition,  Qwest's  principal                                                                 
                                shareholder, Philip F. Anschutz, who as                                                           
                                of the date of this joint proxy                                                                   
                                statement/prospectus beneficially owns                                                            
                                39% of the outstanding Qwest common                                                               
                                stock, has agreed to vote in favor of the                                                         
                                Qwest proposal.                                                                                   
..................................................................................................................................

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                       Chapter Three - Information about the Meetings and Voting

Vote Necessary to Approve Qwest and U S WEST Proposals                          

Item                                         Vote Necessary*    
................................................................................

Merger Proposals    Qwest:      Approval of the Qwest proposal requires the     
                              affirmative vote of at least a majority of the
                         outstanding shares of Qwest common stock.
                          Abstentions have the same effect as a vote
against.        

                  U S WEST:   Approval of the U S WEST proposal requires the
                              affirmative vote of at least a majority of the
                            outstanding shares of U S WEST common stock.
                              Abstentions and broker non-votes have the same
         effect as a vote against.
................................................................................

-------------------                                                             

*    Under New York Stock  Exchange or Nasdaq  rules,  if your broker holds your
     shares  in  its  name,   your  broker  may  not  vote  your  shares  absent
     instructions from you. Without your voting instructions,  a broker non-vote
     will  occur  and  will  have  the  effect  of a vote  against  the U S WEST
proposal.                                                             

Proxies                                                                         

     Voting Your Proxy.  You may vote in person at your meeting or by proxy.  We
recommend  you vote by proxy even if you plan to attend  your  meeting.  You can
always change your vote at the meeting.                                         

     Voting  instructions  are included on your proxy card. If you properly give
your proxy and submit it to us in time to vote, one of the individuals  named as
your  proxy  will vote your  shares  as you have  directed.  You may vote for or
against the proposal submitted at your meeting or abstain from voting.          

How to Vote by Proxy                                                  

                                                        [Enlarge/Download Table]


 ...............................................................................................................
                                       Qwest                                          U S WEST                  
 ...............................................................................................................
                                                                                                                
  By Telephone*:   Call toll-free 1-___-___-____ and follow        Call toll-free 1-___-___-____ and follow     
                   the instructions.  You will need to give the    the instructions.  You will need to give the 
                   personal identification number contained on     personal identification number contained on  
                   your proxy card.                                your proxy card.                             
 ...............................................................................................................
   By Internet*:   Go to www.__________.com and follow             Go to www.__________.com and follow          
                   the instructions.  You will need to give the    the instructions.  You will need to give the 
                   personal identification number contained on     personal identification number contained on  
                   your proxy card.                                your proxy card.                             
 ...............................................................................................................
     In Writing:   Complete, sign, date and return your proxy      Complete, sign, date and return your proxy   
                   card in the enclosed envelope.                  card in the enclosed envelope.               
 ...............................................................................................................

-------------------                                                                                             

*    If you hold shares  through a broker or other  custodian,  please check the                                
     voting  form used by that firm to see if it offers  telephone  or  internet                                
     voting.                                                                                                    

     Voting by Qwest 401k Plan  Participants.  If you are a  participant  in the
Qwest  Communications  International  Inc. 401k Plan,  your proxy card will also
serve as a voting  instruction  card for the plan's  Investment  Committee  with
respect to the shares held in your  account.  Plan  provisions  provide that the
Investment Committee will vote the shares held in the plan for which proxies are
not  received  in the same  proportion  as the  shares  for  which  proxies  are
received.   However,  the  Investment  Committee  will  always  exercise  voting
obligations  consistent with its fiduciary duties under the Employee  Retirement
Income Security Act of 1974 or other legal requirements.                        

     Voting by Qwest  Employee Stock  Purchase Plan  Participants.  If you are a
participant  in the  Qwest  Communications  International  Inc.  Employee  Stock
Purchase Plan, your proxy card will also serve as a voting  instruction card for
the custodian of the plan with respect to the shares held in your accounts.  The
custodian will                                                                  

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vote the shares held in the plan for which  proxies are not received in the same
proportion as the shares for which proxies are received.                        

     Voting by U S WEST Shareowner  Investment Plan  Participants.  If you are a
participant in the U S WEST  Shareowner  Investment  Plan,  your proxy card will
cover both the number of full shares in your plan account and shares  registered
in your name.                                                                   

     If you are a participant in the U S WEST Savings Plan/ESOP, your proxy card
will also serve as a voting  instruction card for the trustees of the plans with
respect to the shares held in your  accounts.  The trustees will vote the shares
held in the plans for which  proxies are not received (as well as shares held in
the  suspense  account  of the plans) in the same  proportion  as the shares for
which proxies are received.  However,  the trustees will always  exercise voting
obligations consistent with their fiduciary duties under the Employee Retirement
Income Security Act of 1974 or other legal requirements.                        

     If you submit your proxy but do not make specific choices,  your proxy will
follow the Board's recommendations and vote your shares:                        

Qwest                                       U S WEST
................................................................................

o  "FOR" the Qwest proposal                  o  "FOR" the U S WEST proposal     
o  "FOR" any proposal by the Qwest           o  "FOR" any proposal by the U S   
Board to adjourn the Qwest                   WEST Board to adjourn the U S
meeting                                      WEST meeting                 
o  In its discretion as to any               o  In its discretion as to any     
 other business as may properly               other business as may properly
   come before the QWEST meeting                come before the U S WEST meeting

Revoking Your Proxy. You may revoke your proxy before it is voted by: 

     o    submitting  a new proxy with a later date,  including a proxy given by
telephone or internet,                                      

     o    notifying your company's  Secretary in writing before the meeting that
you have revoked your proxy, or                             

o    voting in person at the meeting.                                 

     Voting  In  Person.  If you plan to  attend a  meeting  and wish to vote in
person,  we will give you a ballot at the meeting.  However,  if your shares are
held in the name of your  broker,  bank or  other  nominee,  you  must  bring an
account  statement  or  letter  from  the  nominee  indicating  that you are the
beneficial owner of the shares on _________, ____, the record date for voting.  

     People With Disabilities.  We can provide reasonable assistance to help you
participate in the meeting if you tell us about your disability and your plan to
attend.  Please call or write the  Secretary  of your company at least two weeks
before your meeting at the number or address under  "Summary - The Companies" on
page I-2.                                                                       

     Confidential   Voting.   Independent   inspectors  count  the  votes.  Your
individual vote is kept confidential from us unless special circumstances exist.
For example,  a copy of your proxy card will be sent to us if you write comments
on the card.                                                                    

Proxy Solicitation. We will pay our own costs of soliciting proxies.  

     In  addition  to this  mailing,  Qwest and U S WEST  employees  may solicit
proxies   personally,   electronically   or  by   telephone.   Qwest  is  paying
[_________________]  a  fee  of  $[_______]  plus  expenses  to  help  with  the
solicitation.  U S WEST is paying  [_______________]  a fee of  $[_______]  plus
expenses to help with the solicitation.                                         

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Meetings and Voting                                                             

     The  extent to which  these  proxy  soliciting  efforts  will be  necessary
depends  entirely upon how promptly  proxies are  submitted.  You should send in
your proxy by mail,  telephone  or internet  without  delay.  We also  reimburse
brokers and other nominees for their expenses in sending these  materials to you
and getting your voting instructions.                                           

     Do not send in any stock  certificates  with your proxy cards. The exchange
agent will mail transmittal  forms with  instructions for the surrender of stock
certificates  for U S WEST common stock to former U S WEST  shareholders as soon
as practicable after the completion of the merger.                              

Other Business; Adjournments                                                    

     We are not currently aware of any other business to be acted upon at either
meeting. If, however,  other matters are properly brought before either meeting,
or any adjourned  meeting,  your proxies will have  discretion to vote or act on
those  matters  according  to their best  judgment,  including  to  adjourn  the
meeting.                                                                        

     Adjournments may be made for the purpose of, among other things, soliciting
additional proxies. Any adjournment may be made from time to time by approval of
the holders of shares  representing a majority of the votes present in person or
by proxy at the meeting,  whether or not a quorum exists, without further notice
other than by an announcement made at the meeting.  None of us currently intends
to seek an adjournment of our meeting.                                          

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CHAPTER FOUR
 CERTAIN LEGAL INFORMATION

 COMPARISON OF U S WEST-QWEST SHAREHOLDER RIGHTS

     Qwest  and U S WEST  have  agreed in the  merger  agreement  that the Qwest
charter and the Qwest bylaws will be amended at the effective time of the merger
to reflect  the  substantive  provisions  of the U S WEST  charter  and U S WEST
bylaws as in effect  immediately  prior to the effective  time of the merger and
the governance  arrangements  agreed to by Qwest and U S WEST for the three-year
period  following   completion  of  the  merger.  See  "The  Merger--The  Merger
Agreement"  on I-30.  Accordingly,  the  rights of U S WEST  shareholders  under
Delaware  law,  the U S WEST charter and the U S WEST bylaws prior to the merger
are  substantially  the same as the rights Qwest and U S WEST  shareholders will
have  following the merger under Delaware law and the Qwest amended and restated
charter and bylaws.  Copies of the U S WEST  charter,  the U S WEST bylaws,  the
Qwest  charter  and the Qwest  bylaws,  in each case as in effect on the date of
this joint proxy statement/prospectus, are incorporated by reference and will be
sent to holders of shares of Qwest and U S WEST common stock upon  request.  See
"Where You Can Find More  Information."  The summary  contained in the following
chart is not  intended to be complete  and is qualified by reference to Delaware
law, the U S WEST charter,  the U S WEST bylaws, the Qwest charter and the Qwest
bylaws,   in  each  case  as  in  effect  on  the  date  of  this  joint   proxy
statement/prospectus.                                                           

Summary of Material  Differences  Between  Current  Rights of U S WEST and Qwest
Shareholders and Rights                                                         

 Those Shareholders Will Have as Qwest Shareholders Following the Merger

                                                        [Enlarge/Download Table]
...............................................................................................................................
                                U S WEST Shareholder Rights                        Qwest Shareholder Rights                    
...............................................................................................................................
                                                                                                                               
           Authorized    The authorized capital stock of U S WEST           The authorized capital stock of Qwest is as        
       Capital Stock:    consists of 2 billion shares of common stock       set forth under "Description of Qwest              
                         and 200 million shares of preferred stock.         Capital Stock--Authorized Capital Stock"           
                                                                            below.                                             
...............................................................................................................................
            Number of    The U S WEST Board currently consists of           The Qwest Board currently consists of 12           
           Directors:    11 directors.                                      directors.                                         

                                                                            If the merger is completed, the size of the        
                                                                            Qwest Board will be increased from 12 to           
                                                                            14.  The Qwest Board will consist of 7             
                                                                            directors designated by Qwest and 7                
                                                                            directors designated by U S WEST.                  
...............................................................................................................................
    Classification of    The U S WEST Board is divided into three           Qwest does not currently have a classified         
             Board of    classes as nearly equal in number of               board.  The Qwest bylaws currently require         
           Directors:    directors as possible, with each class serving     that all directors be elected at each annual       
                         a staggered three-year term.                       meeting of shareholders for a term of one          
                                                                            year.                                              

                                                                            If the merger is completed, the Qwest Board        
                                                                            will be divided into three classes as nearly       
                                                                            equal in number of directors as possible,          
                                                                            with each class serving a staggered three-         
                                                                            year term and consisting of as nearly equal a      
                                                                            number of Qwest and U S WEST Board                 
                                                                            designees as possible.                             
...............................................................................................................................

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                                                        [Enlarge/Download Table]

                                                                                                                               

...............................................................................................................................
                                U S WEST Shareholder Rights                        Qwest Shareholder Rights                    
...............................................................................................................................
           Removal of    U S WEST directors may be removed from             Qwest directors may be removed from                
           Directors:    office only with cause (as defined below)          office with or without cause by the                
                         and only then by the affirmative vote of the       affirmative vote of holders of at least a          
                         holders of at least 80% of the shares of           majority of the shares of Qwest common             
                         U S WEST common stock.  "Cause" means              stock.                                             
                         the willful and continuous failure of a                                                               
                         director to substantially perform duties to        If the merger is completed, Qwest directors        
                         U S WEST or the willful engaging in gross          will be able to be removed only with cause         
                         misconduct materially and demonstrably             and then only by the affirmative vote of the       
                         injurious to U S WEST.                             holders of at least 80% of the shares of           
                                                                            Qwest common stock.                                
...............................................................................................................................
          Shareholder    U S WEST shareholders may not act by               Qwest shareholders currently may act by            
    Action by Written    written consent in lieu of a meeting of            written consent in lieu of a meeting of            
             Consent:    shareholders.                                      shareholders.                                      

                                                                            If the merger is completed, Qwest                  
                                                                            shareholders will no longer be able to act by      
                                                                            written consent in lieu of a meeting of            
                                                                            shareholders.                                      
...............................................................................................................................
   Calling of Special    The U S WEST charter  provides that only           The Qwest bylaws currently provide that the        
          Meetings of    the U S WEST Board and the Chairman of             Qwest Board, the Chairman of the Qwest             
        Shareholders:    the U S WEST Board may each call a                 Board and holders of at least 25% of the           
                         special meeting of U S WEST shareholders.          shares of Qwest common stock may each              
                                                                            call a special meeting of Qwest                    
                                                                            shareholders.                                      

                                                                            If the merger is completed, the Qwest              
                                                                            restated charter will provide that only the        
                                                                            Qwest Board and the Office of the                  
                                                                            Chairman may call a special meeting of             
                                                                            Qwest shareholders.                                
...............................................................................................................................
         Amendment of    The U S WEST bylaws may be amended by              The Qwest bylaws currently may be                  
         Charter and     the affirmative vote of at least two-thirds of     amended by the affirmative vote of at least a      
              Bylaws:    the U S WEST directors then in office.  The        majority of the Qwest directors then in            
                         U S WEST bylaws may also be amended by             office.  The Qwest bylaws may also be              
                         the affirmative vote of the holders of at least    amended by the affirmative vote of a               
                         80% of the shares of U S WEST common               majority of the votes cast by the holders of       
                         stock.                                             Qwest common stock.                                

                         The U S WEST charter generally may be              The Qwest charter currently may be                 
                         amended by the affirmative vote of the             amended by the affirmative vote of the             
                         holders of at least a majority of the shares       majority  of the votes cast by the  holders of     
                         U S WEST common stock.                             Qwest common stock.                                

                         However, amendments of the U S WEST                If the merger is completed, the Qwest              
                         charter relating to (i) classification of the      restated charter and amended and restated          
                         U S WEST Board, (ii) removal of                    bylaws will only be able to be amended by          
                         U S WEST directors, (iii) shareholder              the Qwest directors and shareholders to the        
                         actions and meetings and (iv) requirements         same extent as the U S WEST charter and            
                         for amendments of the U S WEST charter             bylaws currently may be amended.                   
                         and bylaws require the affirmative vote of                                                            
                         the holders of at least 80% of the shares of                                                          
                         U S WEST common stock.                                                                                
...............................................................................................................................

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                                                        [Enlarge/Download Table]

                                                                                                                               

...............................................................................................................................
                                U S WEST Shareholder Rights                        Qwest Shareholder Rights                    
...............................................................................................................................
          Shareholder    U S WEST has entered into a Rights                 Qwest does not have ashareholder rights            
         Rights Plan:    Agreement, dated as of June 1, 1998,               plan.  While Qwest has no present intention        
                         between U S WEST and State Street Bank             to adopt a shareholder rights plan either          
                         and Trust Company, as Rights Agent, as             before or after the merger, the Qwest Board,       
                         amended, pursuant to which U S WEST has            pursuant to its authority to issue preferred       
                         issued rights, exercisable only upon the           stock, could do so without shareholder             
                         occurrence of certain events, to purchase its      approval at any future time.  See                  
                         Series A Junior Participating Preferred            "Description of Qwest Capital                      
                         Stock.                                             Stock--Qwest Preferred Stock--Blank                
                                                                            Check Preferred Stock."                            
                         U S WEST has taken all action necessary to                                                            
                         render the rights issued pursuant to the terms                                                        
                         of the Rights Agreement inapplicable to the                                                           
                         merger and the related agreements and                                                                 
                         transactions.                                                                                         
...............................................................................................................................

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DESCRIPTION OF QWEST CAPITAL STOCK

     The following  summary of the terms of the capital stock of Qwest prior to,
and after completion of, the merger is not meant to be complete and is qualified
by reference to the Qwest charter and Qwest bylaws.  Copies of the Qwest charter
and Qwest bylaws are  incorporated  by reference  and will be sent to holders of
shares of Qwest common stock and U S WEST common stock upon request.  See "Where
You Can Find More Information."                                                 

Authorized Capital Stock                                                        

     Under the Qwest  charter,  Qwest's  authorized  capital stock consists of 2
billion shares of Qwest common stock,  $.01 par value,  and 25 million shares of
preferred stock, $.01 par value.                                                

Qwest Common Stock                                                              

     Qwest  Common Stock  Outstanding.  The  outstanding  shares of Qwest common
stock are, and the shares of Qwest  common stock issued  pursuant to the mergers
will be, duly authorized, validly issued, fully paid and nonassessable.         

     Voting  Rights.  Each holder of Qwest  common stock is entitled to one vote
for each share of Qwest  common  stock held of record on the  applicable  record
date on all matters submitted to a vote of shareholders.                        

     Dividend Rights; Rights upon Liquidation. The holders of Qwest common stock
are entitled to receive,  from funds legally  available for the payment thereof,
dividends when and as declared by resolution of the Qwest Board,  subject to any
preferential  dividend  rights granted to the holders of any  outstanding  Qwest
preferred  stock. In the event of liquidation,  each share of Qwest common stock
is  entitled  to share pro rata in any  distribution  of  Qwest's  assets  after
payment  or  providing  for the  payment  of  liabilities  and  the  liquidation
preference of any outstanding Qwest preferred stock.                            

     Preemptive Rights.  Holders of Qwest common stock have no preemptive rights
to purchase,  subscribe for or otherwise acquire any unissued or treasury shares
or other securities.                                                            

Qwest Preferred Stock                                                           

     Qwest Preferred Stock Outstanding.  As of June 30, 1999, no shares of Qwest
preferred stock were issued and outstanding.                                    

     Blank Check Preferred Stock.  Under the Qwest charter,  the Qwest Board has
the authority,  without shareholder  approval,  to create one or more classes or
series within a class of preferred  stock, to issue shares of preferred stock in
such class or series up to the maximum number of shares of the relevant class or
series of preferred stock authorized, and to determine the preferences,  rights,
privileges and restrictions of any such class or series,  including the dividend
rights, voting rights, the rights and terms of redemption,  the rights and terms
of conversion,  liquidation  preferences,  the number of shares constituting any
such class or series and the  designation of such class or series.  Acting under
this  authority,  the Qwest  Board  could  create and issue a class or series of
preferred stock with rights, privileges or restrictions, and adopt a shareholder
rights  plan,  having  the  effect of  discriminating  against  an  existing  or
prospective  holder of securities as a result of such  shareholder  beneficially
owning or  commencing  a tender offer for a  substantial  amount of Qwest common
stock.  One of the effects of authorized but unissued and  unreserved  shares of
capital  stock may be to render more  difficult  or  discourage  an attempt by a
potential  acquiror  to obtain  control  of Qwest by means of a  merger,  tender
offer, proxy contest or otherwise, and thereby protect the continuity of Qwest's
management.  The issuance of such shares of capital stock may have the effect of
delaying,  deferring  or  preventing  a change in control of Qwest  without  any
further action by                                                               

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the shareholders of Qwest. Qwest has no present intention to adopt a shareholder
rights plan, but could do so without shareholder approval at any future time.   

Transfer Agent and Registrar                                                    

     [_________________]  is the  transfer  agent  and  registrar  for the Qwest
common stock.                                                                   

Stock Exchange Listing; Delisting and Deregistration of U S WEST Common Stock   

     It is a  condition  to the  merger  that the shares of Qwest  common  stock
issuable in the merger be approved for quotation on the Nasdaq National  Market,
subject to official  notice of issuance.  If the merger is  completed,  U S WEST
common stock will cease to be listed on the New York Stock Exchange.            

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Qwest                                                                           

     This joint proxy statement/prospectus contains or incorporates by reference
financial projections,  synergy estimates and other "forward-looking statements"
as that  term is  used  in  federal  securities  laws  about  Qwest's  financial
condition,  results of operations and business.  These statements include, among
others:                                                                         

     o    statements concerning the benefits that Qwest expects will result from
          its business activities and certain  transactions Qwest has completed,
          such as increased  revenues,  decreased  expenses and avoided expenses
and expenditures,                                           

o    Qwest's plans to complete its communications network, and        

     o    other statements of Qwest's  expectations,  beliefs,  future plans and
          strategies,  anticipated  developments  and other matters that are not
historical facts.                                           

     These  statements  may  be  made  expressly  in  this  document,  or may be
incorporated  by reference to other  documents Qwest has filed with the SEC. You
can find many of these  statements  by  looking  for words  such as  "believes,"
"expects,"  "anticipates,"  "estimates,"  or  similar  expressions  used in this
report or incorporated by reference in this report.                             

     These forward-looking statements are subject to numerous assumptions, risks
and  uncertainties  that may  cause  Qwest's  actual  results  to be  materially
different  from  any  future  results  expressed  or  implied  by Qwest in those
statements.  The risks and uncertainties include those risks,  uncertainties and
risk  factors  identified,  among other  places,  under  "Risk  Factors" in this
document, and under "Management's Discussion and Analysis of Financial Condition
and Results of  Operations" in the Annual Report on Form 10-K for the year ended
December 31, 1998.                                                              

     The most important facts that could prevent Qwest from achieving its stated
goals include, but are not limited to, the following:                           

     o    Qwest's  failure to construct its  communications  network on schedule
and on budget;                                              

     o    operating  and  financial  risks  related to  managing  rapid  growth,
          integrating  acquired businesses and sustaining operating cash flow to
          meet Qwest's debt service requirements,  make capital expenditures and
fund operations;                                            

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o    potential fluctuation in quarterly results;                      

o    volatility of stock price;                                       

o    intense competition in the communications services market;       

o    dependence on new product development;                           

o    Qwest's ability to achieve year 2000 compliance;                 

o    rapid and significant changes in technology and markets;         

     o    adverse changes in the regulatory or legislative environment affecting
Qwest's business;                                           

o    failure to maintain necessary rights of way; and                 

     o    failure to complete  the merger  with U S WEST  timely or at all,  and
          difficulties  in  combining  operations  of Qwest  and U S WEST and in
realizing synergies expected from the merger.               

     Because  the  statements  are  subject to risks and  uncertainties,  actual
results  may  differ   materially   from  those  expressed  or  implied  by  the
forward-looking  statements.  Qwest  cautions you not to place undue reliance on
the  statements,  which speak only as of the date of this report or, in the case
of documents incorporated by reference, the date of the document.               

     The cautionary  statements  contained or referred to in this section should
be considered in connection with any subsequent written or oral  forward-looking
statements that Qwest or persons acting on its behalf may issue.  Qwest does not
undertake  any  obligation  to  review  or  confirm  analysts'  expectations  or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or  circumstances  after the date of this report or to reflect
the occurrence of unanticipated events.                                         

U S WEST                                                                        

     Some of the information presented in this joint proxy  statement/prospectus
or incorporated by reference constitutes "forward-looking statements" within the
meaning of the Private  Securities  Litigation Reform Act of 1995.  Although U S
WEST believes that its expectations are based on reasonable  assumptions  within
the bounds of its knowledge of its  businesses and  operations,  there can be no
assurance  that  actual  results  will  not  differ  materially  from U S WEST's
expectations.   Factors  that  could  cause   actual   results  to  differ  from
expectations include:                                                           

     o    greater than anticipated  competition from new entrants into the local
          exchange,  intraLATA toll,  wireless,  data and  directories  markets,
causing loss of customers and increased price competition;  

     o    changes  in demand for U S WEST's  products  and  services,  including
optional custom calling features;                           

     o    higher than  anticipated  employee  levels,  capital  expenditures and
          operating expenses (such as costs associated with  interconnection and
Year 2000 remediation);                                     

o  the loss of significant customers;                                 

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     o    pending and future state and federal  regulatory changes affecting the
          telecommunications  industry,  including  changes  that  could have an
       impact on the competitive environment in the local exchange market;

     o    a change in economic  conditions in the various  markets served by U S
WEST's operations;                                          

     o    higher than  anticipated  start-up costs  associated with new business
opportunities;                                              

     o    delays in U S WEST's ability to begin offering interLATA long-distance
services;                                                   

     o    consumer acceptance of broadband services,  including telephony, data,
video and wireless services;                                

     o    delays in the development of anticipated technologies,  or the failure
  of such technologies to perform according to expectations; and

 o    timing and completion of the recently announced merger with Qwest.

     These cautionary statements should not be construed by you as an exhaustive
list or as any admission by U S WEST regarding the adequacy of disclosures  made
by U S WEST. We cannot always  predict or determine  after the fact what factors
would cause  actual  results to differ  materially  from those  indicated by U S
WEST's  forward-looking  statements or other  statements.  In addition,  you are
urged to  consider  statements  that  include  the terms  "believes,"  "belief,"
"expects," "plans,"  "objectives,"  "anticipates,"  "intends," or the like to be
uncertain and forward-looking. All cautionary statements should be read as being
applicable to all forward-looking statements wherever they appear.              

     U S WEST does not undertake any obligation to publicly update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed herein might not occur.                        

 LEGAL MATTERS

     The  validity  of  the  Qwest  common  stock  to  be  issued  to  U S  WEST
shareholders  in the merger  will be passed  upon by  counsel to Qwest.  It is a
condition  to the  completion  of the  merger  that  Qwest and U S WEST  receive
opinions  from  their  respective  counsel  that the  merger  will  qualify as a
tax-free reorganization.  It is also a condition to the completion of the merger
that U S WEST  receive an opinion of its counsel that the merger will not affect
the tax-free qualification of the prior spin-off of U S WEST, and that a copy of
that opinion be delivered to Qwest.                                             

 EXPERTS

     The   consolidated   financial   statements   and  schedule  of  Qwest  and
subsidiaries  as of December  31, 1998 and 1997 and for each of the years in the
three-year  period  ended  December  31,  1998  have been  incorporated  in this
registration  statement by reference in reliance on the report pertaining to the
consolidated financial statements,  dated February 2, 1999, and the report dated
February 2, 1999 pertaining to the related financial statement schedule, of KPMG
LLP, independent certified public accountants, incorporated in this registration
statement  by  reference,  and on the  authority  of  that  firm as  experts  in
accounting and auditing.                                                        

     The consolidated  financial  statements and schedules of LCI International,
Inc. and subsidiaries as of December 31, 1997 and 1996 and for each of the years
in the three-year period ended December 31, 1997 incorporated by                

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reference in this  registration  statement have been audited by Arthur  Andersen
LLP,  independent  public  accountants,  as  indicated  in their  reports  dated
February 16, 1998 (except with respect to the matter discussed in Note 15, as to
which the date is March 16, 1998) with respect thereto,  and are incorporated by
reference  herein in  reliance  upon the  authority  of said firm as  experts in
accounting and auditing in giving said reports.                                 

     The consolidated  financial statements of Icon CMT Corp. as of December 31,
1996 and 1997 and for each of the three years in the period  ended  December 31,
1997,  have  been  incorporated  in this  joint  proxy  statement/prospectus  by
reference to the  Registration  Statement (No.  333-65095) on Form S-4 of Qwest,
dated  September  30,  1998,  as amended by  Amendment  No. 1 to the S-4,  dated
December 10, 1998. Such financial statements,  except as they relate to Frontier
Media Group, Inc. as of December 31, 1996 and 1997 and for each of the two years
in   the   period   ended   December   31,   1997,    have   been   audited   by
PricewaterhouseCoopers LLP, independent accountants,  and insofar as they relate
to Frontier  Media Group,  Inc. as of December 31, 1996 and 1997 and for each of
the two years in the  period  ended  December  31,  1997,  by Ernst & Young LLP,
independent accountants.                                                        

     The  consolidated  financial  statements  and  schedules  of U S  WEST  and
subsidiaries as of December 31, 1998 and 1997 and for each of the three years in
the period ended  December 31, 1998 included in U S WEST's Annual Report on Form
10-K,  as amended by Form 10-K/A  filed March 21, 1999,  and Proxy  Statement on
Schedule  14A  dated  March 24,  1997 and the  selected  condensed  consolidated
financial statements in U S WEST's Current Report on Form 8-K dated February 25,
1999 have been incorporated by reference in this registration statement and have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated in their  reports  dated January 22, 1999 (except with respect to Note
12 and Note 14, as to which the date is March 22,  1999) with  respect  thereto,
and are included  herein in reliance  upon the  authority of said firm in giving
said reports.                                                                   

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CHAPTER FIVE
 ADDITIONAL INFORMATION FOR SHAREHOLDERS

FUTURE SHAREHOLDER PROPOSALS

Qwest                                                                           

     The deadline for receipt of a proposal to be  considered  for  inclusion in
Qwest's proxy  statement for the 2000 annual  meeting is December 31, 1999.  The
deadline  for notice of a proposal for which a  shareholder  will conduct his or
her own  solicitation  is  January 6, 2000  (however,  if the date of the annual
meeting is not within 30 days of May 5, 2000,  then the deadline for such notice
becomes  not less than 150 days  prior to the date of the annual  meeting).  Any
such notice of a proposal  should be directed to the attention of the Secretary,
Qwest  Communications  International  Inc.,  700 Qwest  Tower,  555  Seventeenth
Street, Denver, Colorado 80202.                                                 

U S WEST                                                                        

     U S WEST will hold an annual  meeting  in the year 2000 only if the  merger
has not already  been  completed.  If such  meeting is held,  the  deadline  for
receipt  of a  proposal  to be  considered  for  inclusion  in U S WEST's  proxy
statement  for the 2000 annual  meeting is November 25,  1999.  The deadline for
notice  of a  proposal  for  which a  shareholder  will  conduct  his or her own
solicitation  is January  21,  2000.  Any such  notice of a  proposal  should be
directed to the attention of the  Secretary,  U S WEST,  Inc.,  1801  California
Street, Denver, Colorado 80202.                                                 

 WHERE YOU CAN FIND MORE INFORMATION

     Qwest  and U S WEST file  annual,  quarterly  and  special  reports,  proxy
statements  and  other  information  with  the  SEC.  You may  read and copy any
reports,  statements or other  information we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC  filings  are also  available  to the public  from  commercial  document
retrieval   services   and  at  the   web   site   maintained   by  the  SEC  at
"http://www.sec.gov."                                                           

     Qwest filed a  registration  statement on Form S-4 to register with the SEC
the Qwest common stock to be issued to U S WEST shareholders in the merger. This
joint proxy  statement/prospectus  is a part of that registration  statement and
constitutes  a  prospectus  of Qwest in addition to being a proxy  statement  of
Qwest and U S WEST for their respective meetings.  As allowed by SEC rules, this
joint proxy  statement/prospectus  does not contain all the  information you can
find  in  the  registration  statement  or  the  exhibits  to  the  registration
statement.                                                                      

     The SEC allows us to "incorporate by reference" information into this joint
proxy   statement/prospectus,   which  means  that  we  can  disclose  important
information to you by referring you to another  document filed  separately  with
the SEC. The information  incorporated by reference is deemed to be part of this
joint  proxy  statement/prospectus,  except for any  information  superseded  by
information   in,  or   incorporated   by   reference   in,   this  joint  proxy
statement/prospectus.  This joint  proxy  statement/prospectus  incorporates  by
reference the documents set forth below that we have  previously  filed with the
SEC. These documents contain important information about our companies and their
finances.                                                                       

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                                                        [Enlarge/Download Table]
           Qwest SEC Filings (File No. 000-22609)                                                                   
Period                                                                                                              
 ...................................................................................................................
                                                                                                                    
Annual Report on Form 10-K                                       Fiscal Year ended December 31, 1998                

Quarterly Report on Form 10-Q                                    Quarters ended March 31, 1999 and June 30,         
                                                                 1999                                               
Current Reports on Form 8-K                                      Filed on January 14, 1999, April 27, 1999,         
                                                                 April 28, 1999, June 14, 1999, June 18, 1999,      
                                                                 June 21, 1999, June 22, 1999, June 23, 1999,       
                                                                 June 29, 1999 and July 20, 1999                    

Amendment No. 1 to Registration Statement on Form S-4 (File      Filed on December 10, 1998                         
   No. 333-65095)                                                                                                   

The description of Qwest common stock set forth in the           Filed on May 28, 1997                              
   Registration Statement on Form 8-A                                                                               

        U S WEST SEC Filings (File No. 1-14087)                                 Period                              
 ...................................................................................................................
Annual Report on Form 10-K/A                                     Fiscal Year ended December 31, 1998                

Quarterly Report on Form 10-Q                                    Quarters ended March 31, 1999 and June 30,         
                                                                 1999                                               

Current Reports on Form 8-K                                      Filed on January 13, 1999, January 15, 1999,       
                                                                 January 22, 1999, February 23, 1999, February      
                                                                 25, 1999, February 26, 1999, April 7, 1999,        
                                                                 April 22, 1999, May 12, 1999, May 18, 1999,        
                                                                 May 21, 1999, May 26, 1999, June 18, 1999,         
                                                                 June 22, 1999, July 7, 1999, July 21, 1999,        
                                                                 July 26, 1999 and July 27, 1999                    

Proxy Statement on Schedule 14A                                  Filed on March 24, 1999                            

Tender Offer Statement on Schedule 14D-1 and Schedule 13D        Filed on May 21, 1999, as amended May 24,          
                                                                 1999, June 7, 1999, June 11, 1999, June 18,        
                                                                 1999, June 18, 1999, June 21, 1999, June 24,       
                                                                 1999, and June 29, 1999                            

The  description  of U S WEST common stock set forth in the      Filed on May 1, 1998 (as amended on May 12,        
  Registration Statement on Form 8-A                             1998) and May 12, 1998                             

     We are also  incorporating by reference  additional  documents that we file
with the SEC between the date of this joint proxy  statement/prospectus  and the
date of the meetings.                                                           

     Qwest has supplied all  information  contained or incorporated by reference
in this  joint  proxy  statement/prospectus  relating  to Qwest and U S WEST has
supplied all such information relating to U S WEST.                             

     If you are a  shareholder,  we may  have  sent  you  some of the  documents
incorporated by reference, but you can obtain any of them through us or the SEC.
Documents  incorporated  by  reference  are  available  from us without  charge,
excluding all exhibits unless we have specifically  incorporated by reference an
exhibit  in this  joint  proxy  statement/prospectus.  Shareholders  may  obtain
documents incorporated by reference in this joint proxy  statement/prospectus by
requesting them in writing or by telephone from the Secretary of the appropriate
company at the following address:                                               

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Qwest Communications                        U S WEST, Inc.    
   International Inc.                   1801 California Street
700 Qwest Tower                         Denver, Colorado 80202
555 Seventeenth Street                    Tel: (303) 672-2700 
Denver, Colorado 80202                                        
Tel: (303) 992-1400                                           

     If you would like to request documents from us, please do so by __________,
1999 to receive them before the meetings.                                       

     You  can  also  get  more  information  by  visiting  Qwest's  web  site at
www.qwest.com and U S WEST's web site at www.uswest.com.  Web site materials are
not part of this joint proxy statement/prospectus.                              

You should rely only on the  information  contained or incorporated by reference
in this joint proxy statement/prospectus to vote on the Qwest proposal and the U
S WEST proposal,  as the case may be. We have not  authorized  anyone to provide
you with  information  that is  different  from what is  contained in this joint
proxy  statement/prospectus.  This  joint  proxy  statement/prospectus  is dated
________,  1999.  You should not assume that the  information  contained  in the
joint  proxy  statement/prospectus  is  accurate  as of any date other than that
date,  and  neither  the  mailing of this joint  proxy  statement/prospectus  to
shareholders  nor the  issuance of Qwest common stock in the merger shall create
any implication to the contrary.                                                

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ANNEX A                                                                         

AGREEMENT AND PLAN OF MERGER

Dated as of July 18, 1999 

between 

U S WEST, INC.

and 

QWEST COMMUNICATIONS INTERNATIONAL INC. 

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TABLE OF CONTENTS 

Page                                                                            

----                                                                            

 ARTICLE 1
THE MERGER

Section 1.01  The Merger .....................................................1 
Section 1.02  Effective Time .................................................2 
Section 1.03  Effect of the Merger ...........................................2 
Section 1.04  Certificate of Incorporation; Bylaws of the Surviving             
             Corporation ....................................................2

 ARTICLE 2
 EFFECT OF MERGER ON STOCK AND OPTIONS

Section 2.01  Conversion of Securities .......................................2 
Section 2.02  Conversion .....................................................2 
Section 2.03  Exchange of Shares .............................................4 
Section 2.04  Transfer Books .................................................6 
Section 2.05  No Fractional Share Certificates ...............................6 
Section 2.06  Certain Adjustments ............................................7 
Section 2.07  By-Laws of the Surviving Corporation ...........................7 
Section 2.08  Articles of Incorporation of the Surviving Corporation .........9 
Section 2.09  Cash Election Procedures .......................................9 
Section 2.10  Alternative Structure .........................................10 

 ARTICLE 3
 REPRESENTATIONS AND WARRANTIES OF QWEST

Section 3.01  Organization and Qualification; Subsidiaries ..................10 
Section 3.02  Certificate of Incorporation and Bylaws .......................10 
Section 3.03  Capitalization ................................................11 
Section 3.04  Authority Relative to this Agreement ..........................12 
Section 3.05  No Conflict; Required Filings and Consents ....................12 
Section 3.06  SEC Filings; Financial Statements .............................13 
Section 3.07  Absence of Certain Changes or Events ..........................13 
Section 3.08  Litigation ....................................................14 
Section 3.09  No Violation of Law; Permits ..................................14 
Section 3.10  Joint Proxy Statement .........................................14 
Section 3.11  Employee Matters; ERISA .......................................15 
Section 3.12  Labor Matters .................................................17 
Section 3.13  Environmental Matters .........................................17 
Section 3.14  Board Action; Vote Required; Applicability of Section 203......18 
Section 3.15  Opinion of Financial Advisor ..................................18 
Section 3.16  Brokers .......................................................18 

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Section 3.17  Tax Matters ...................................................19 
Section 3.18  Intellectual Property .........................................19 
Section 3.19  Insurance .....................................................20 
Section 3.20  Ownership of Securities .......................................20 
Section 3.21  Certain Contracts .............................................20 
Section 3.22  Licenses ......................................................20 
Section 3.23  Year 2000 .....................................................21 
Section 3.24  Foreign Corrupt Practices and International Trade Sanctions ...21 
Section 3.25  Disclosure of Qwest Plans .....................................21 

 ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF U S WEST

Section 4.01  Organization and Qualification; Subsidiaries ..................21 
Section 4.02  Certificate of Incorporation and Bylaws .......................22 
Section 4.03  Capitalization ................................................22 
Section 4.04  Authority Relative to this Agreement ..........................23 
Section 4.05  No Conflict; Required Filings and Consents ....................23 
Section 4.06  SEC Filings; Financial Statements .............................24 
Section 4.07  Absence of Certain Changes or Events ..........................25 
Section 4.08  Litigation ....................................................25 
Section 4.09  No Violation of Law; Permits ..................................25 
Section 4.10  Joint Proxy Statement .........................................25 
Section 4.11  Employee Matters; ERISA .......................................26 
Section 4.12  Labor Matters .................................................28 
Section 4.13  Environmental Matters .........................................28 
Section 4.14  Board Action; Vote Required; U S WEST Rights Plan;                
Applicability of Section 203; Termination of Global 
             Merger Agreement ..............................................29
Section 4.15  Opinions of Financial Advisors ................................29 
Section 4.16  Brokers .......................................................29 
Section 4.17  Tax Matters ...................................................30 
Section 4.18  Intellectual Property .........................................30 
Section 4.19  Insurance .....................................................30 
Section 4.20  Ownership of Securities .......................................31 
Section 4.21  Certain Contracts .............................................31 
Section 4.22  Licenses ......................................................31 
Section 4.23  Year 2000 .....................................................32 
Section 4.24  Foreign Corrupt Practices and International Trade                 
             Sanctions .....................................................32

 ARTICLE 5
CONDUCT OF INDEPENDENT BUSINESSES PENDING THE MERGER

Section 5.01  Transition Planning ...........................................32 
Section 5.02  Conduct of Business in the Ordinary Course ....................32 
Section 5.03  No Solicitation ...............................................36 
Section 5.04  Subsequent Financial Statements ...............................37 

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Section 5.05  Control of Operations .........................................38 

 ARTICLE 6
 ADDITIONAL AGREEMENTS

Section 6.01  Joint Proxy Statement and the Registration Statement ..........38 
Section 6.02  Qwest and U S WEST Stockholders' Meetings and                     
             Consummation of the Merger ....................................38
Section 6.03  Additional Agreements .........................................40 
Section 6.04  Notification of Certain Matters ...............................42 
Section 6.05  Access to Information .........................................42 
Section 6.06  Public Announcements ..........................................43 
Section 6.07  Cooperation ...................................................43 
Section 6.08  Indemnification, Directors' and Officers' Insurance ...........43 
Section 6.09  Employee Benefit Plans ........................................44 
Section 6.10  Commercially Reasonable Efforts ...............................44 
Section 6.11  NASDAQ Listing ................................................44 
Section 6.12  Management ....................................................44 
Section 6.13  No Shelf Registration .........................................44 
Section 6.14  Affiliates ....................................................45 
Section 6.15  Blue Sky ......................................................45 
Section 6.16  Tax-Free Reorganization .......................................45 
Section 6.17  Interim Dividend Policy .......................................45 
Section 6.18  Dividend Policy ...............................................45 
Section 6.19  Permitted Acquisitions ........................................45 
Section 6.20  Equal Management ..............................................46 

 ARTICLE 7
CONDITIONS TO THE MERGER

Section 7.01  Conditions to Obligations of Each Party to Effect the Merger ..46 
Section 7.02  Additional Conditions to Obligations of Qwest .................47 
Section 7.03  Additional Conditions to Obligations of U S WEST ..............48 

 ARTICLE 8
 TERMINATION, AMENDMENT AND WAIVER

Section 8.01  Termination ...................................................49 
Section 8.02  Effect of Termination .........................................50 
Section 8.03  Amendment .....................................................52 
Section 8.04  Waiver ........................................................52 

 ARTICLE 9
 DEFINITIONS

Section 9.01  Certain Definitions ...........................................52 

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ARTICLE 10
GENERAL PROVISIONS

Section 10.01 Non-Survival of Representations, Warranties and Agreements ....55 
Section 10.02 Notices .......................................................55 
Section 10.03 Expenses ......................................................56 
Section 10.04 Headings ......................................................56 
Section 10.05 Severability ..................................................56 
Section 10.06 Entire Agreement; No Third-Party Beneficiaries ................56 
Section 10.07 Assignment ....................................................56 
Section 10.08 Governing Law .................................................57 
Section 10.09 Submission to Jurisdiction; Waivers ...........................57 
Section 10.10 Counterparts ..................................................57 

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SCHEDULES 

Schedule 3.01 -- Subsidiaries of Qwest                                          
Schedule 3.03 -- Option Plans and Equity Rights of Qwest                        
Schedule 3.05 -- Required Filings and Consents of Qwest                         
Schedule 3.07 -- Certain  Changes  or  Events  of  Qwest                        
Schedule 3.08 -- Pending  or Threatened  Litigation  against  Qwest             
Schedule 3.09 -- Violations  of  Laws, Permits,  Regulations,  etc. of Qwest    
Schedule 3.11 -- Qwest  Employee  Benefit Plans                                 
Schedule 3.12 -- Collective  Bargaining  or Labor  Agreements  of Qwest         
Schedule 3.13 -- Environmental  Claims Against Qwest                            
Schedule 3.17 -- Tax Liens or Liabilities of Qwest                              
Schedule 3.18 -- Qwest Intellectual  Property Losses and Claims                 
Schedule 3.19 -- Termination or  Cancellation  of Insurance  Coverage of Qwest  
Schedule 3.20 -- Qwest's  Ownership of U S WEST's  Common Stock                 
Schedule 3.21 -- Qwest  Contracts                                               
Schedule 3.22 -- Qwest  Licenses                                                
Schedule 4.01 -- Subsidiaries  of U S WEST                                      
Schedule 4.03 -- Option Plans and Equity Rights of U S WEST                     
Schedule 4.05 -- Required Filings and Consents of U S WEST                      
Schedule 4.07 -- Certain  Changes or Events of U S WEST                         
Schedule 4.08 -- Pending or  Threatened Litigation  against  U S WEST           
Schedule 4.09 --  Violations  of Laws,  Permits, Regulations,  etc. of U S WEST 
Schedule 4.11 -- U S WEST Employee  Benefit Plans                               
Schedule 4.12 -- Collective  Bargaining or Labor Agreements of U S WEST         
Schedule 4.13 --  Environmental  Claims  Against U S WEST                       
Schedule 4.17 -- Tax Liens or Liabilities of U S WEST                           
Schedule 4.18 -- U S WEST  Intellectual  Property Losses and Claims             
Schedule 4.19 -- Termination or Cancellation of Insurance Coverage of U S WEST  
Schedule 4.20 -- U S WEST's  Ownership of Qwest's Common Stock                  
Schedule 4.21 -- U S WEST Contracts                                             
Schedule 5.02 -- Conduct of Business                                            
Schedule 6.14 -- Securities Act Affiliates                                      

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AGREEMENT AND PLAN OF MERGER  

     AGREEMENT AND PLAN OF MERGER,  dated as of July 18, 1999, between U S WEST,
Inc., a Delaware corporation ("U S WEST") and Qwest Communications International
Inc., a Delaware corporation ("Qwest").                                         

W I T N E S S E T H 

     WHEREAS,  the  respective  Boards of  Directors  of U S WEST and Qwest have
approved,  and deem it advisable  and in the best  interest of their  respective
stockholders  to consummate the business  combination  transaction  provided for
herein in which U S WEST will merge with and into Qwest (the "Merger").         

     WHEREAS,  it is intended  that, for U.S.  federal income tax purposes,  the
Merger shall qualify as a reorganization within the meaning of Section 368(a) of
the Code, and that this Agreement be adopted as a plan of reorganization  within
the meaning of such Section.                                                    

     WHEREAS, the Boards of Directors of U S WEST and Qwest have each determined
that the Merger and the other  transactions  contemplated  hereby are consistent
with, and in furtherance of, their respective  business strategies and goals and
have each approved this Agreement and the Merger contemplated hereby.           

     WHEREAS,  the  parties  hereto  intend that the  transactions  contemplated
hereby shall be accounted for using the purchase method of accounting with U S  
WEST as the acquiror.                                                           

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
and to induce U S WEST to enter into this  Agreement,  certain  shareholders  of
Qwest are entering  into a Voting  Agreement  with U S WEST with respect to this
Agreement and the Merger (the "Voting Agreement").                              

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements herein contained,  and subject to Section 1.05 hereof,  intending
to be legally bound hereby, the parties hereto hereby agree as follows:         

ARTICLE 1 
The Merger

     SECTION 1.01 The Merger. At the Effective Time (as defined below), U S WEST
shall be merged with and into Qwest in accordance  with Delaware Law,  whereupon
the separate existence of U S WEST shall cease, and Qwest shall be the surviving
corporation  (the "Surviving  Corporation").  U S WEST and Qwest, as well as any
other Person which may become a party to this  Agreement  after the date of this
Agreement,  are  herein  referred  to  collectively  as the  "Parties"  and each
individually as a "Party."                                                      

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     SECTION  1.02  Effective  Time.  As  promptly  as  practicable   after  the
satisfaction  or waiver of the  conditions set forth in Article 7 hereof and the
consummation  of the Closing  referred to in Section  6.03  hereof,  the Parties
shall cause the Merger to be  consummated  by filing with the Secretary of State
of the State of Delaware a Certificate of Merger (the "Delaware Certificate") in
such form as is required  by, and  executed in  accordance  with,  the  relevant
provisions of Delaware Law. The Merger shall become  effective at such time (the
"Effective Time") as the Delaware  Certificate is duly filed with such Secretary
of State of  Delaware  (or at such  later  time as may be agreed by U S WEST and
Qwest and specified in the Delaware Certificate).                               

     SECTION 1.03 Effect of the Merger. At the Effective Time, the effect of the
Merger  shall be as  provided in the  applicable  provisions  of  Delaware  Law.
Without limiting the generality of the foregoing,  and subject  thereto,  at the
Effective Time all the property, rights, privileges,  powers and franchises of U
S WEST and  Qwest  shall  continue  with,  or vest in,  as the case may be,  the
Surviving  Corporation,  and all debts,  liabilities  and duties of U S WEST and
Qwest  shall  continue  to be,  or  become,  as the  case  may  be,  the  debts,
liabilities and duties of the Surviving Corporation.                            

     SECTION  1.04  Certificate  of  Incorporation;   Bylaws  of  the  Surviving
Corporation. Unless otherwise agreed by Qwest and U S WEST before the Effective 
Time, at the Effective Time:                                                    

     (a) the Certificate of Incorporation of the Surviving  Corporation shall be
the Certificate of Incorporation of U S WEST as in effect  immediately  prior to
the  Effective  Time (as  amended to reflect the  changes  specified  in Section
2.08),  until  thereafter  amended as  provided  by law and the  Certificate  of
Incorporation of the Surviving Corporation; and                                 

     (b) the Bylaws of the Surviving Corporation shall be the Bylaws of U S WEST
as in effect  immediately prior to the Effective Time (as amended to reflect the
changes specified in Section 2.07),  until thereafter amended as provided by law
and  the  Certificate  of   Incorporation   and  the  Bylaws  of  the  Surviving
Corporation.                                                                    

 ARTICLE 2
 Effect Of Merger On Stock And Options

     SECTION 2.01  Conversion of Securities.  The manner and basis of converting
the shares of common stock of U S WEST and the treatment of shares of Qwest,  as
well as options,  warrants  and other  rights to purchase or  otherwise  acquire
shares of common stock of U S WEST and Qwest,  at the Effective  Time, by virtue
of the Merger and  without  any action on the part of any of the  Parties or the
holder  of any of such  securities,  shall be as  hereinafter  set forth in this
Article 2.                                                                      

     SECTION 2.02 Conversion. (a) Each share of common stock, par value $.0l per
share, of Qwest ("Qwest Common Stock") issued and outstanding  immediately prior
to the Effective Time, and all rights in respect thereof, shall at the Effective
Time continue to remain outstanding as one share of Qwest Common Stock.         

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     (b) Each option, warrant and other right issued and outstanding immediately
prior to the Effective Time to purchase or otherwise  acquire common stock,  par
value $.01 per share,  of U S WEST ("U S WEST Common  Stock") (each, a "U S WEST
Right")  (other  than  U  S  WEST  Rights  owned  by  Qwest  (collectively,  the
"Disqualified  Rights"))  shall at the  Effective  Time no  longer  be  options,
warrants or rights to purchase or otherwise  acquire U S WEST Common  Stock,  as
applicable,  and shall be  converted  into the options,  warrants or rights,  as
applicable to purchase such number of shares of Qwest Common Stock determined as
provided in Section  2.02(c).  Each  option,  warrant and other right issued and
outstanding  immediately  prior to the  Effective  Time to purchase or otherwise
acquire Qwest Common Stock (each a "Qwest  Right")  shall at the Effective  Time
continue  in full force and effect on the same terms and  conditions  that would
have applied to the purchase or other acquisition of Qwest Common Stock prior to
the  Merger.  U S WEST and Qwest shall take all such steps as may be required to
cause consummation of the transactions  contemplated by this Section 2.02(b) and
any  other  disposition  of U S WEST  equity  securities  (including  derivative
securities) or acquisitions  of Qwest equity  securities  (including  derivative
securities) in connection  with this  Agreement by each  individual who (x) is a
director  or officer of U S WEST or (y) at the  Effective  Time,  will  become a
director or officer of Qwest,  to be exempt under Rule 16b-3  promulgated  under
the  Exchange  Act (as  defined in Article 9 hereof),  such steps to be taken in
accordance  with the  No-Action  Letter dated  January 12,  1999,  issued by the
Securities and Exchange Commission (the "SEC") to Skadden,  Arps, Slate, Meagher
& Flom LLP.                                                                     

     (c) Subject to the provisions of Section 2.09, each holder of record of U S
WEST Common  Stock  (other than U S WEST Common Stock owned by Qwest or U S WEST
("Disqualified  Shares"))  immediately  prior  to the  Effective  Time  shall be
entitled  to  receive  a number of shares  of Qwest  Common  Stock  equal to the
product of the Conversion  Ratio (as defined below)  multiplied by the number of
shares of U S WEST Common Stock held by such holder at the Effective  Time (such
shares of Qwest  Common  Stock and any other  consideration  to be  received  by
holders of U S WEST  Common  Stock in  connection  with the Merger  pursuant  to
Section  2.09 shall be referred to herein as the  "Merger  Consideration").  The
"Conversion Ratio" shall be equal to (i) $69.00 divided by the Average Price (as
defined below), if the Average Price is greater than or equal to $28.26 and less
than or equal to $39.90; (ii) 2.44161, if the Average Price is less than $28.26;
or (iii) 1.72932,  if the Average Price is greater than $39.90.  "Average Price"
means the  average  (rounded  to the nearest  1/10,000)  of the volume  weighted
averages (rounded to the nearest 1/10,000) of the trading prices of Qwest Common
Stock on the  NASDAQ  National  Market  ("NASDAQ"),  as  reported  by  Bloomberg
Financial  Markets (or such other source as the Parties shall agree in writing),
for the 15 trading days randomly  selected by lot by Qwest and U S WEST together
from the 30 consecutive trading days ending on the third trading day immediately
preceding the date on which all the conditions to Closing (other than conditions
that, by their terms,  cannot be satisfied  until the Closing Date so long as it
is reasonably  apparent that such conditions will be able to be satisfied on the
Closing Date) set forth in Article 7 of this  Agreement  have been  satisfied or
waived  (the  "Determination  Period").  Each  Disqualified  Share  shall at the
Effective Time be terminated and no longer be outstanding and no shares of Qwest
Common Stock will be issued in connection therewith.                            

     (d) With respect to each U S WEST Right:  (i) from and after the  Effective
Time,  each such U S WEST Right may be  exercised  only for Qwest  Common  Stock
notwithstanding  any  contrary  agreement  or document  relating to the U S WEST

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Rights or pursuant to which any U S WEST Rights were issued,  (ii) each such U S
WEST Right  shall at the  Effective  Time  become a right to acquire a number of
shares of Qwest Common  Stock  (rounded up to the next whole share) equal to the
product arrived at by multiplying  the Conversion  Ratio by the number of shares
of U S WEST  Common  Stock  subject  to  such  right  immediately  prior  to the
Effective  Time,  and (iii) the  exercise  price or purchase  price per share of
Qwest Common Stock for which each such right (as exchanged) is exercisable shall
be the amount  (rounded  up to the next whole cent)  arrived at by dividing  the
exercise  price or purchase price per share of U S WEST Common at which such U S
WEST  Right  is  exercisable  immediately  prior  to the  Effective  Time by the
Conversion  Ratio.  Each  Disqualified  Right  at the  Effective  Time  shall be
terminated and no longer be outstanding and no shares of Qwest Common Stock will
be issued in connection  therewith.  To the extent that the Merger Consideration
includes a cash payment  pursuant to Section  2.09 hereof the shares  subject to
and exercise  price and such other terms and conditions of U S WEST Rights shall
be adjusted  pursuant to the terms of such U S WEST Rights or in accordance with
the provisions of any plan or agreement applicable to such U S WEST Rights so as
to preserve the economic  benefit of such cash payment for the holders of such U
S WEST Rights and without negative effect on such holders' interest.            

     (e)  Commencing  immediately  after the Effective  Time,  each  certificate
which,   immediately  prior  to  the  Effective  Time,  represented  issued  and
outstanding  shares of U S WEST Common Stock shall  evidence  ownership of Qwest
Common Stock on the basis hereinbefore set forth.  Customary  provisions will be
made for uncertificated shares to provide for equivalent  treatment.  Commencing
immediately after the Effective Time, each option, warrant or other right which,
immediately  prior to the Effective  Time,  represented the right to purchase or
otherwise  acquire  shares of U S WEST Common Stock shall  evidence the right to
purchase  or  otherwise  acquire  shares  of Qwest  Common  Stock  on the  basis
hereinabove  set forth and,  subject to Sections  2.02(d) and 2.05,  on the same
terms  and  conditions  that  would  have  applied  to  the  purchase  or  other
acquisition of U S WEST Common Stock.                                           

     (f) For all purposes of this Agreement,  unless  otherwise  specified,  all
shares of U S WEST Common Stock held by employee stock  ownership plans or other
pension savings,  401(k) or deferred compensation plans of U S WEST (i) shall be
deemed to be issued and outstanding,  (ii) shall not be deemed to be held in the
treasury  of U S WEST and (iii)  shall be subject  to the rights and  procedures
described in Sections 2.02(c) and 2.03.                                         

     SECTION 2.03  Exchange of Shares.  (a) Prior to the Effective  Time,  Qwest
shall appoint an agent (the "Exchange  Agent") for the purpose of (i) exchanging
certificates  representing  shares of U S WEST Common  Stock for shares of Qwest
Common  Stock  in  accordance  with  Section  2.02  and  (ii)  paying  cash,  if
applicable,   in  accordance  with  Section  2.09.  To  the  extent  the  Merger
Consideration  includes cash, the Surviving  Corporation  shall deposit with the
Exchange Agent for inclusion in the Exchange Fund (defined below),  from time to
time sufficient cash as is necessary to promptly pay to stockholders of U S WEST
the cash portion of the Merger Consideration. Promptly after the Effective Time,
Qwest shall cause a letter of  transmittal to be mailed to the holders of record
of shares of U S WEST  Common  Stock and holders of record of U S WEST Rights at
the Effective Time.                                                             

     (b)  Subject to the terms and  conditions  hereof,  Qwest  shall  cause the
Exchange  Agent to effect the  exchange of U S WEST  Common  Stock for the Qwest

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Common Stock and the payment of cash,  if  applicable,  in  accordance  with the
provisions of this Article 2. From time to time after the Effective Time,  Qwest
shall  deposit,  or cause to be deposited,  with the Exchange Agent an amount of
cash and  certificates  representing  Qwest Common Stock  required to effect the
conversion of U S WEST Common Stock in accordance with the provisions of Section
2.02 and  2.09  hereof  (such  certificates,  together  with  any  dividends  or
distributions with respect thereto and any cash deposited,  if necessary,  being
herein referred to as the "Exchange  Fund").  Commencing  immediately  after the
Effective  Time  and  until  the  appointment  of the  Exchange  Agent  shall be
terminated,  (i)  each  holder  of a  certificate  or  certificates  theretofore
representing U S WEST Common Stock may surrender the same to the Exchange Agent,
and, after the  appointment of the Exchange Agent shall be terminated,  any such
holder  may  surrender  any such  certificate  to Qwest and (ii) each  holder of
uncertificated  shares  of  outstanding  U S WEST  Common  Stock  may  deliver a
completed  letter of  transmittal  to the Exchange  Agent.  Such holder shall be
entitled upon such  surrender  or, with respect to  uncertificated  shares,  the
delivery  of a duly  completed  letter of  transmittal,  to receive in  exchange
therefor (i) shares representing the number of full shares of Qwest Common Stock
into which the U S WEST Common Stock  theretofore  represented  by the shares so
surrendered  shall have been  converted in  accordance  with the  provisions  of
Sections  2.02  and  2.03  hereof,  (ii)  cash  pursuant  to  Section  2.09,  if
applicable,  and (iii) a cash payment in lieu of fractional  shares,  if any, in
accordance  with Section 2.05 hereof,  and all such shares of Qwest Common Stock
so  issued  shall be deemed to have been  issued  at the  Effective  Time.  Each
outstanding  certificate which, prior to the Effective Time,  represented issued
and outstanding U S WEST Common Stock shall,  until so surrendered or exchanged,
and each  uncertificated  outstanding  share of U S WEST Common Stock shall,  be
deemed for all corporate  purposes of Qwest, other than the payment of dividends
and other  distributions,  if any, to evidence  ownership  of the number of full
shares of Qwest Common  Stock into which the U S WEST Common  Stock  theretofore
represented  thereby shall have been converted at the Effective Time. Unless and
until any such certificate theretofore  representing U S WEST Common Stock is so
surrendered,  or, with respect to uncertificated shares, a duly completed letter
of  transmittal  shall have been delivered to the Exchange Agent with respect to
such shares, no dividend or other  distribution,  if any, payable to the holders
of record of Qwest Common Stock as of any date  subsequent to the Effective Time
shall  be paid to the  holder  of such  shares  in  respect  thereof.  Upon  the
surrender of any such shares  representing U S WEST Common Stock,  however,  the
record holder of the shares  representing shares of Qwest Common Stock issued in
exchange  therefor shall receive from the Exchange  Agent, or from Qwest, as the
case may be, payment of the amount of dividends and other distributions, if any,
which as of any date  subsequent to the Effective  Time and until such surrender
shall have become  payable with respect to such number of shares of Qwest Common
Stock ("Pre-Surrender  Dividends"). No interest shall be payable with respect to
the  payment of  Pre-Surrender  Dividends  upon the  surrender  of  certificates
theretofore  representing  U S WEST Common Stock.  After the  appointment of the
Exchange Agent shall have been terminated,  any holders of shares representing U
S WEST Common Stock which have not received payment of  Pre-Surrender  Dividends
shall look only to Qwest for  payment  thereof.  Notwithstanding  the  foregoing
provisions  of this Section  2.03(b),  neither the Exchange  Agent nor any Party
shall be liable to a holder of U S WEST Common Stock for any Qwest Common Stock,
any dividends or  distributions  thereon or any cash payment as  contemplated by
Section 2.05 or 2.09,  delivered to a public official pursuant to any applicable
abandoned property, or escheat or similar law.                                  

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     (c) Notwithstanding anything herein to the contrary, shares surrendered for
exchange  by any  affiliate  of U S WEST shall not be  exchanged  until a signed
agreement  from such  affiliate  as  provided  in Section  6.14  hereof has been
delivered to Qwest.                                                             

     (d) Any portion of the Exchange  Fund which remains  undistributed  for six
(6)  months  after  the  Effective  Time  shall be  delivered  to the  Surviving
Corporation,  upon demand, and any holders of U S WEST Common Stock who have not
theretofore  complied with the provisions of this Article shall  thereafter look
only to Qwest for  satisfaction of their claims for Qwest Common Stock and cash,
if applicable, and any Pre-Surrender Dividends.                                 

     SECTION 2.04 Transfer Books.  The stock transfer books of U S WEST shall be
closed at the  Effective  Time and no transfer of any U S WEST Common Stock will
thereafter be recorded on any of such stock  transfer  books.  In the event of a
transfer of  ownership of U S WEST Common  Stock that is not  registered  in the
stock  transfer  records of U S WEST at the Effective  Time,  the number of full
shares of Qwest  Common  Stock into which such U S WEST Common  Stock shall have
been converted shall be issued to the transferee and any cash payable in respect
of such U S WEST Common Stock in accordance with Sections 2.03(b), 2.05 and 2.09
hereof  shall  be  paid  to  the  transferee  if the U S WEST  Common  Stock  is
surrendered  as provided in Section 2.03 hereof,  accompanied  by all  documents
required to evidence and effect such  transfer and by evidence of payment of any
applicable stock transfer tax.                                                  

     SECTION 2.05 No Fractional Share  Certificates.  (a) No scrip or fractional
share  certificate  for Qwest Common Stock will be issued upon the surrender for
exchange of  certificates  evidencing U S WEST Common Stock or upon  exercise of
Qwest Rights or U S WEST Rights,  and an outstanding  fractional  share interest
will not  entitle  the owner  thereof to vote,  to receive  dividends  or to any
rights of a  stockholder  of the  Surviving  Corporation  with  respect  to such
fractional share interest.                                                      

     (b) As promptly as practicable  following the Effective  Time, the Exchange
Agent  shall  determine  the  excess of (i) the  number of full  shares of Qwest
Common  Stock to be issued and  delivered  to the  Exchange  Agent  pursuant  to
Section  2.03  hereof,  over (ii) the  aggregate  number of full shares of Qwest
Common Stock to be  distributed  to holders of U S WEST Common Stock pursuant to
Section  2.03 hereof (such  excess  being  herein  called the "Excess  Shares").
Following the Effective  Time, the Exchange Agent, as agent for the holders of U
S WEST Common Stock,  shall sell the Excess Shares at then prevailing  prices on
the NASDAQ, all in the manner provided in Section 2.05(c).                      

     (c) The sale of the Excess  Shares by the Exchange  Agent shall be executed
on NASDAQ and shall be  executed  in round lots to the extent  practicable.  The
Exchange  Agent shall use all  commercially  reasonable  efforts to complete the
sale of the Excess Shares as promptly  following  the Effective  Time as, in the
Exchange Agent's reasonable judgment,  is practicable  consistent with obtaining
the best execution of such sales in light of prevailing market conditions. Until
the net proceeds of such sale or sales have been distributed to the holders of U
S WEST Common Stock, the Exchange Agent will hold such proceeds in trust for the
holders of U S WEST Common Stock (the "Common Shares Trust").                   

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     (d)  Notwithstanding  the  provisions  of  subsections  (b) and (c) of this
Section 2.05, Qwest may decide, at its option,  exercised prior to the Effective
Time,  in lieu of the issuance  and sale of Excess  Shares and the making of the
payments contemplated in such subsections,  that Qwest shall pay to the Exchange
Agent an amount sufficient for the Exchange Agent to pay each holder of U S WEST
Common  Stock the amount such  holder  would have  received  pursuant to Section
2.05(c) assuming that the sales of Qwest Common Stock were made at a price equal
to the average of the closing prices of the Qwest Common Stock on the NASDAQ for
the ten (10) consecutive  trading days immediately  following the Effective Time
and, in such case, all references herein to the cash proceeds of the sale of the
Excess  Shares and similar  references  shall be deemed to mean and refer to the
payments  calculated as set forth in this subsection (d). In such event,  Excess
Shares  shall not be issued  or  otherwise  transferred  to the  Exchange  Agent
pursuant to Section 2.05(b) or 2.03(b) hereof.                                  

     (e) As soon as practicable  after the  determination of the amount of cash,
if any,  to be paid to holders  of U S WEST  Common  Stock  with  respect to any
fractional  share  interests,  the  Exchange  Agent  shall make  available  such
amounts, net of any required  withholding and net of fees and expenses,  to such
holders of U S WEST Common Stock, subject to and in accordance with the terms of
Section 2.03 hereof.                                                            

     (f) Following the Effective  Time,  upon the exercise of any U S WEST Right
entitling  the holder  thereof to purchase a  fractional  share of Qwest  Common
Stock,  Qwest will, in lieu of issuing a fractional share certificate  therefor,
pay to such holder the value of such fractional  interest as determined based on
the closing price on the trading day immediately preceding the date of exercise,
of a share of Qwest  Common  Stock on NASDAQ or such  other  principal  security
exchange on which the Qwest  Common  Stock shall then be trading,  or, if not so
traded,  based on such price as shall be determined by, or pursuant to authority
delegated by, the Board of Directors of Qwest.                                  

     SECTION  2.06  Certain  Adjustments.  If  between  the date  hereof and the
Effective Time, the outstanding  shares of U S WEST Common Stock or Qwest Common
Stock shall,  in accordance  with Section  5.02(a),  be changed into a different
number of shares by reason of any reclassification,  recapitalization, split-up,
combination  or exchange of shares,  or any  dividend  payable in stock or other
securities shall be declared thereon with a record date within such period, then
the Conversion Ratio and other related share prices used in this Agreement shall
be adjusted  accordingly  to provide to the holders of U S WEST Common Stock the
same  economic   effect  as   contemplated  by  this  Agreement  prior  to  such
reclassification, recapitalization, split-up, combination, exchange or dividend.

     SECTION  2.07  By-Laws  of the  Surviving  Corporation.  The  ByLaws of the
Surviving  Corporation  will  include  the  following  provisions  which will be
applicable  and in full  force and  effect  until the third  anniversary  of the
Effective Time unless otherwise amended as set forth below:                     

          (i) The Board of Directors of the Surviving Corporation (the "Board of
     Directors") shall consist of 14 members. Initially, U S WEST shall have the
    right to designate 7 members and Qwest shall have the right to designate 7

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     members.  Thereafter,  U S WEST  designees on the Board of Directors  shall
     have the right to  nominate 7 members of the Board of  Directors  and Qwest
     designees  on the Board of  Directors  shall  have the right to  nominate 7
     members  of the Board of  Directors.  Any  vacancy  created on the Board of
     Directors  as a result of any such  nominee  leaving the Board of Directors
     shall  be  filled  by the  remaining  designees  of U S WEST or  Qwest,  as
     applicable, on the Board of Directors who nominated such person leaving the
     Board  of  Directors.  To  the  extent  the  Surviving  Corporation  has  a
     classified  Board of  Directors,  each class of Directors  shall contain as
even a number of U S WEST designees and Qwest designees as possible.  

          (ii)  The  Surviving  Corporation  will  establish  an  Office  of the
     Chairman of the Surviving  Corporation  which  initially  will consist of 3
     members:  the  Chief  Executive  Officer/Chairman  of U S WEST,  the  Chief
     Executive  Officer/Chairman of Qwest and Philip F. Anschutz. Only the Board
     of Directors shall have the authority to remove from office and replace any
member of the Office of the Chairman.                                 

          (iii)  Subject to the power and authority of the Board of Directors of
     the Surviving  Corporation as required by applicable law, the Office of the
     Chairman  shall,  through  one of its  members  so  designated,  chair  all
     meetings of the Board of Directors and shall have the  exclusive  power and
     final authority with respect to the following  matters (to the extent Board
of Directors and/or stockholder action is not required by law):       

               (A) the approval of any  acquisition or disposition of a business
          through a merger, strategic acquisition or disposition, asset purchase
          or sale, joint venture,  partnership,  lease arrangement or otherwise,
          in each case  involving  aggregate  sale or  purchase  proceeds of $25
million or more;                                            

               (B) the approval of any merger,  consolidation  or other  similar
          type of transaction  between the Surviving  Corporation  and any third
party;                                                      

               (C) the  setting  of general  corporate  strategy  and  direction
          involving approval of long term strategic plans and annual budgets and
goals;                                                      

               (D) the  allocation of capital  resources  including  approval of
          Qwest's annual capital budget and any material  amendment or deviation
therefrom; and                                              

               (E)  the  termination  or  any  significant   diminution  of  the
          responsibilities  of the  officers in the 8 positions  as set forth in
the letter of understanding dated July 18, 1999.            

     To the extent  Board of  Directors  action is required  with respect to any
such matters, the Office of the Chairman shall have the sole power and authority
to present such matters to the Board of Directors.                              

          (iv) The Office of the Chairman  shall take action by a majority vote.
     Any  member of the  Office of the  Chairman  shall have the right to call a
     special meeting of the Board of Directors or at a regularly  called meeting
     to  present  any  matter  referred  to in items (a)  through  (e) above for
consideration by the full Board of Directors.                         

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          (v) U S WEST  designees on the Board of Directors and Qwest  designees
     on the  Board  of  Directors  will  be  represented  equally  on all of the
committees of the Board of Directors.                                 

          (vi) The  compensation  committee of the Board of Directors shall have
     the right to approve the filling of any  vacancy  created in the  executive
     positions  (exclusive  of the Office of the  Chairman)  as set forth in the
     letter of understanding dated July 18, 1999 and the setting of compensation
     levels  of  such   executives.   The  Board  of  Directors  shall  set  the
compensation of the members of the Office of the Chairman.            

          (vii) The  foregoing  provision  of the By-Laws may only be amended or
     repealed by the  affirmative  vote of 75% of the Board of  Directors of the
     Surviving  Corporation or 75% of the then outstanding Surviving Corporation
Common Stock.                                                         

     SECTION 2.08 Articles of  Incorporation of the Surviving  Corporation.  The
Articles  of  Incorporation  of  the  Surviving  Corporation  will  include  the
following provisions:                                                           

          (i)  the  name  of  the   Surviving   Corporation   shall  be   "Qwest
Communications International Inc."; and                               

          (ii)  the  provisions  of the  By-Laws  of the  Surviving  Corporation
     described  in  Section  2.07  may  only  be  amended  or  repealed  by  the
     affirmative  vote  of  75% of  the  Board  of  Directors  of the  Surviving
     Corporation or 75% of the then  outstanding  Surviving  Corporation  Common
Stock.                                                                

     SECTION 2.09 Cash  Election  Procedures.  (a) If the Average  Price is less
than $38.70, Qwest upon written notice (a "Cash Alternative Notice") to U S WEST
not more than two days prior to the Effective Time shall have the right to elect
(the "Qwest Cash Election") to pay a portion of the Merger Consideration in cash
(in lieu of shares of Qwest  Common  Stock)  (the  "Cash  True-Up"),  subject to
agreement by U S WEST and Qwest as to the amount of cash as set forth below.    

     (a) In the  event  Qwest  makes  the Qwest  Cash  Election,  in lieu of the
provisions  of Section  2.02(c),  each holder of record of U S WEST Common Stock
(other than a holder of Disqualified  Shares) immediately prior to the Effective
Time shall receive for each share of U S WEST Common Stock:                     

          (i) a number  of  shares of Qwest  Common  Stock  equal to the True Up
Exchange Ratio (as defined below); and                                

  (ii) an amount in cash equal to the Per Share Cash True Up (as
defined below).                                                       

For purposes of the foregoing, the terms set forth below shall have the meanings
indicated:                                                                      

     "Cash Amount"  means the  aggregate  amount of the Cash True Up as mutually
agreed upon by U S WEST and Qwest which shall not be greater than the product of
(x) the difference  between the Conversion Ratio and 1.783 multiplied by (y) the

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number of outstanding  shares of U S WEST Common Stock (other than  Disqualified
Shares)  multiplied  by (z) (I) if the Average Price is greater than or equal to
$28.26,  the  Average  Price or (II) if the Average  Price is less than  $28.26,
$28.26.  In  determining  the cash amount,  the Parties  shall  consider (a) U S
WEST's  desire to provide a meaningful  cash element for its  stockholders,  (b)
Qwest's  desire to reduce  dilution to its  stockholders  and (c) both  Parties'
desire to maintain a strong financial condition.                                

     "Per Share Cash True Up" means the quotient of (x) the Cash Amount  divided
by (y) the number of outstanding shares of U S WEST Common Stock (other than    
Disqualified Shares).                                                           

     "True Up Exchange  Ratio" means the quotient of (x) the difference  between
$69 and the Per Share Cash True Up divided  by (y) (I) if the  Average  Price is
greater than or equal to $28.26,  the Average Price or (II) if the Average Price
is less than $28.26, $28.26.                                                    

     SECTION 2.10 Alternative  Structure.  U S WEST and Qwest may mutually agree
to adopt an alternative merger structure (the "Alternative Structure") whereby U
S WEST and Qwest will jointly incorporate a new corporation, to be equally owned
by U S WEST and Qwest,  under the laws of the State of Delaware  ("Parent")  and
where Parent will then  incorporate two new  subsidiaries  under the laws of the
State of  Delaware,  to be named U S WEST  Merger  Sub and Qwest  Merger Sub and
where, at the effective time, U S WEST will merge into U S WEST Merger Sub, with
U S WEST as the  surviving  corporation  and Qwest will merge into Qwest  Merger
Sub,  with Qwest as the surviving  corporation.  In the event U S WEST and Qwest
agree on the  Alternative  Structure,  the Parties will  promptly  enter into an
amendment  to this  Agreement  to make such  changes to reflect the  Alternative
Structure. All other provisions of this Agreement shall remain unchanged.       

 ARTICLE 3
 Representations And Warranties Of Qwest

     Qwest hereby  represents  and warrants as of the date hereof to U S WEST as
follows:                                                                        

     SECTION 3.01 Organization and Qualification;  Subsidiaries.  Qwest and each
of its  Significant  Subsidiaries,  as  listed on  Schedule  3.01  hereto,  is a
corporation duly organized, validly existing and in good standing under the laws
of its  jurisdiction  of  incorporation  or  organization.  Each  of  the  Qwest
Subsidiaries  which is not a Significant  Subsidiary is duly organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation  or  organization,  except  for such  failure  which,  when  taken
together with all other such failures,  would not reasonably be expected to have
a Material  Adverse Effect on Qwest.  Each of Qwest and its Subsidiaries has the
requisite corporate power and authority and any necessary Permit to own, operate
or lease the properties  that it purports to own,  operate or lease and to carry
on its business as it is now being conducted, and is duly qualified as a foreign
corporation to do business,  and is in good standing, in each jurisdiction where
the character of its properties  owned,  operated or leased or the nature of its
activities makes such  qualification  necessary,  except for such failure which,
when  taken  together  with all other such  failures,  would not  reasonably  be
expected to have a Material Adverse Effect on Qwest.                            

     SECTION 3.02 Certificate of Incorporation and Bylaws.  Qwest has heretofore
furnished,  or otherwise made available, to U S WEST a complete and correct copy

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of the Certificate of Incorporation and the Bylaws,  each as amended to the date
hereof, of Qwest and each of its Significant Subsidiaries.  Such Certificates of
Incorporation and Bylaws are in full force and effect.  Neither Qwest nor any of
its  Significant  Subsidiaries  is in violation of any of the  provisions of its
respective Certificate of Incorporation or, in any material respect, its Bylaws.

     SECTION 3.03  Capitalization.  (a) The  authorized  capital  stock of Qwest
consists solely of (i) 2,000,000,000  shares of Qwest Common Stock, of which, as
of June 14, 1999, (a)  745,195,731  shares were issued and  outstanding,  (b) no
shares were held in the treasury of Qwest,  (c) 53,846,897  shares were issuable
upon the exercise of options  outstanding under the Qwest option plans listed on
Schedule  3.03 hereto,  and (d) (x) 17.2 million  shares were  issuable upon the
exercise of a warrant  exercisable on May 23, 2000 at an exercise price of $7.00
per share of Qwest Common Stock,  and (y) 600,000  shares were issuable upon the
exercise of  warrants  exercisable  in 2007 at an  exercise  price of $8.905 per
share of Qwest  Common  Stock  (collectively,  the  "Qwest  Warrants")  and (ii)
25,000,000 shares of undesignated  preferred stock, $.01 par value, of Qwest, of
which,  as of June 14,  1999,  none were issued and  outstanding.  Except as set
forth on Schedule  3.03 or, after the date hereof,  as permitted by Section 5.02
hereof,  (i) since  June 14,  1999,  no shares of Qwest  Common  Stock have been
issued,  except  upon the  exercise  of options and  warrants  described  in the
immediately  preceding sentence,  and (ii) there are no outstanding Qwest Equity
Rights.  For  purposes  of  this  Agreement,  Qwest  Equity  Rights  shall  mean
subscriptions,  options,  warrants, calls, commitments,  agreements,  conversion
rights or other rights of any character (contingent or otherwise) to purchase or
otherwise acquire from Qwest or any of Qwest's Subsidiaries at any time, or upon
the  happening  of any stated  event,  any shares of the capital  stock or other
voting or non-voting securities of Qwest ("Qwest Equity Rights").  Schedule 3.03
hereto sets forth a complete and accurate list of all  outstanding  Qwest Equity
Rights as of June 14,  1999.  Since June 14, 1999,  no Qwest Equity  Rights have
been issued except as set forth on Schedule  3.03 or, after the date hereof,  as
permitted by Section 5.02 hereof.                                               

     (b) Except as set forth on Schedule  3.03,  or, after the date  hereof,  as
permitted by Section 5.02 hereof, there are no outstanding  obligations of Qwest
or any of Qwest's  Subsidiaries to repurchase,  redeem or otherwise  acquire any
shares of capital stock of Qwest.                                               

     (c) All of the  issued and  outstanding  shares of Qwest  Common  Stock are
validly issued, fully paid and nonassessable.                                   

     (d) Except as  disclosed  on  Schedule  3.03  hereto,  all the  outstanding
capital  stock of each of  Qwest's  Significant  Subsidiaries  which is owned by
Qwest is duly authorized,  validly issued, fully paid and nonassessable,  and is
owned  by  Qwest  free  and  clear of any  liens,  security  interest,  pledges,
agreements,  claims,  charges or  encumbrances  except  for any liens,  security
interest, pledges, agreements, claims, charges or encumbrances which are granted
to  secure  indebtedness  permitted  by  Section  5.02.  Except  as set forth on
Schedule 3.03 or as hereafter  issued or entered into in accordance with Section
5.02 hereof,  there are no existing  subscriptions,  options,  warrants,  calls,
commitments,  agreements,  conversion  rights or other  rights of any  character
(contingent or otherwise) to purchase or otherwise  acquire from Qwest or any of
Qwest's Subsidiaries at any time, or upon the happening of any stated event, any
shares of the capital  stock or other  voting or  non-voting  securities  of any

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Qwest  Subsidiary,  whether or not presently  issued or outstanding  (except for
rights of first  refusal to purchase  interests  in  Subsidiaries  which are not
wholly-owned by Qwest), and there are no outstanding obligations of Qwest or any
of Qwest's Subsidiaries to repurchase, redeem or otherwise acquire any shares of
capital  stock  or other  voting  or  non-voting  securities  of any of  Qwest's
Subsidiaries,  other than such as would not,  individually  or in the aggregate,
have a Material Adverse Effect on Qwest.  Except for (i) its Subsidiaries,  (ii)
immaterial amounts of equity  securities,  (iii) investments of Persons in which
Qwest has less than a five  percent  (5%)  interest,  and (iv) equity  interests
disclosed  on Schedule  3.03 hereto or  hereafter  acquired as  permitted  under
Section  5.02  hereof,  Qwest does not  directly  or  indirectly  own any equity
interest in any other Person.                                                   

     (e) No bonds,  debentures,  notes or other indebtedness of Qwest having the
right to vote on any  matters  on which  stockholders  may  vote are  issued  or
outstanding except for any securities issued after the date hereof in accordance
with Section 5.02.                                                              

     SECTION 3.04 Authority Relative to this Agreement.  Qwest has the necessary
corporate  power and  authority  to enter into this  Agreement  and,  subject to
obtaining any necessary  stockholder  approval of the Merger, this Agreement and
the issuance of Qwest Common Stock pursuant to this Agreement,  to carry out its
obligations hereunder. The execution and delivery of this Agreement by Qwest and
the consummation by Qwest of the transactions contemplated hereby have been duly
authorized by all necessary  corporate  action on the part of Qwest,  subject to
the approval of this Agreement by Qwest's stockholders  required by the rules of
the NASDAQ and by  Delaware  Law.  This  Agreement  has been duly  executed  and
delivered by Qwest and, assuming the due  authorization,  execution and delivery
thereof by the other Parties,  constitutes a legal, valid and binding obligation
of Qwest,  enforceable  against  it in  accordance  with its  terms,  subject to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or other laws
relating to or affecting  the rights and remedies of creditors  generally and to
general  principles of equity  (regardless of whether considered in a proceeding
in equity or at law).                                                           

     SECTION 3.05 No Conflict;  Required Filings and Consents. (a) Except as set
forth on Schedule  3.05 or as described in subsection  (b) below,  the execution
and delivery of this  Agreement by Qwest does not, and the  performance  of this
Agreement by Qwest will not,  (i) violate or conflict  with the  Certificate  of
Incorporation  or  Bylaws of  Qwest,  (ii)  conflict  with or  violate  any law,
regulation,  court order,  judgment or decree  applicable to Qwest or any of its
Significant  Subsidiaries or by which any of their respective  property is bound
or affected,  (iii) violate or conflict with the Certificate of Incorporation or
Bylaws  of any of  Qwest's  Subsidiaries,  or (iv)  result  in any  breach of or
constitute  a default  (or an event  which with  notice or lapse of time or both
would become a default)  under,  or give to others any rights of  termination or
cancellation  of, or result in the creation of a lien or  encumbrance  on any of
the  properties  or assets of Qwest or any of its  Subsidiaries  pursuant to, or
result in the loss of any material  benefit or right,  including  the benefit of
any standstill agreement,  or result in an acceleration of any rights or amounts
due resulting  from a change of control or otherwise,  or require the consent of
any other party to, any contract,  instrument,  Permit,  license or franchise to
which Qwest or any of its Significant Subsidiaries is a party or by which Qwest,
any of such  Subsidiaries  or any of  their  respective  property  is  bound  or
affected,  except,  in the case of  clauses  (ii),  (iii)  and (iv)  above,  for

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conflicts,  violations,  breaches,  defaults, rights, results or consents which,
individually  or in the aggregate,  would not have a Material  Adverse Effect on
Qwest.                                                                          

     (b) Except for applicable  requirements,  if any, of state, local, District
of  Columbia,   or  foreign   regulatory  laws  and  commissions,   the  Federal
Communications   Commission,   the  Exchange  Act,  the  premerger  notification
requirements  of the HSR Act,  filing and  recordation of appropriate  merger or
other documents as required by Delaware Law and any filings required pursuant to
any state  securities  or "blue sky" laws or the rules of any  applicable  stock
exchanges,  neither Qwest nor any of its  Subsidiaries is required to submit any
notice,  report or other filing with any Governmental or Regulatory Authority in
connection with the execution, delivery or performance of this Agreement. Except
as set forth in the immediately preceding sentence, no waiver, consent, approval
or authorization  of any Governmental or Regulatory  Authority is required to be
obtained by Qwest or any of its  Subsidiaries  in connection with its execution,
delivery or performance of this Agreement.                                      

     (c) The  total  amount  of  Qwest's  annual  revenues  for the four  fiscal
quarters immediately prior to the Closing Date derived from services, activities
or interests which could be determined to be in violation of the  Communications
Act of 1934,  as amended  (the  "Telecom  Act") if engaged in or owned by a Bell
Operating Company are no more than $500 million.                                

     SECTION 3.06 SEC  Filings;  Financial  Statements.  (a) Qwest has filed all
forms,  reports and documents required to be filed with the SEC since January 1,
1998,  and has  heretofore  delivered or made available to U S WEST, in the form
filed with the SEC, together with any amendments thereto,  its (i) Annual Report
on Form  10-K for the  fiscal  year  ended  December  31,  1998,  (ii) all proxy
statements  relating to Qwest's  meetings  of  stockholders  (whether  annual or
special) held since January 1, 1998,  (iii)  Quarterly  Reports on Form 10-Q for
the  fiscal  quarter  ended  March  31,  1999,  and (iv) all  other  reports  or
registration  statements  filed by Qwest  with the SEC  since  January  1,  1998
(collectively, the "Qwest SEC Reports"). The Qwest SEC Reports (i) were prepared
substantially  in accordance with the  requirements of the Securities Act or the
Exchange Act (as defined in Article 9 hereof), as the case may be, and the rules
and regulations promulgated under each of such respective acts, and (ii) did not
at the time they were filed  contain any untrue  statement of a material fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading.                                           

     (b) The financial  statements,  including all related notes and  schedules,
contained in the Qwest SEC Reports (or incorporated by reference therein) fairly
present the consolidated  financial position of Qwest and its Subsidiaries as at
the respective dates thereof and the consolidated results of operations and cash
flows of Qwest and its Subsidiaries for the periods indicated in accordance with
GAAP applied on a consistent  basis  throughout the periods involved (except for
changes in accounting  principles disclosed in the notes thereto) and subject in
the case of interim financial statements to normal year-end adjustments.        

     SECTION 3.07 Absence of Certain  Changes or Events.  Except as disclosed in
the Qwest SEC Reports filed prior to the date hereof and on Schedule 3.07, since
December  31, 1998,  and except as  permitted by this  Agreement or consented to
hereunder,  Qwest and its Subsidiaries have not incurred any material liability,

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except in the ordinary  course of their  businesses  consistent  with their past
practices,  and  there  has not  been  any  change,  or any  event  involving  a
prospective  change,  in  the  business,   financial  condition  or  results  of
operations of Qwest or any of its  Subsidiaries  which has had, or is reasonably
likely  to  have,  a  Material  Adverse  Effect  on  Qwest,  and  Qwest  and its
Subsidiaries  have conducted their respective  businesses in the ordinary course
consistent with their past practices.                                           

     SECTION 3.08 Litigation.  There are no claims, actions, suits,  proceedings
or investigations pending or, to Qwest's Knowledge,  threatened against Qwest or
any of its  Subsidiaries,  or any  properties  or  rights of Qwest or any of its
Subsidiaries,  before any Governmental or Regulatory Authority as to which there
is a reasonable likelihood of an adverse judgment or determination against Qwest
or any of its  Subsidiaries,  except for those that are not,  individually or in
the aggregate,  reasonably  likely to have a Material Adverse Effect on Qwest or
prevent or materially  delay the ability of Qwest to consummate the transactions
contemplated by this Agreement except as set forth on Schedule 3.08 hereof. With
respect to Tax matters,  litigation shall not be deemed  threatened unless a Tax
authority  has  delivered a written  notice of deficiency to Qwest or any of its
Subsidiaries.                                                                   

     SECTION 3.09 No Violation  of Law;  Permits.  The business of Qwest and its
Subsidiaries is not being conducted in violation of any statute, law, ordinance,
regulation,  judgment,  order  or  decree  of  any  Governmental  or  Regulatory
Authority   (including,   without  limitation,   any  stock  exchange  or  other
self-regulatory  body) ("Legal  Requirements"),  or in violation of any permits,
franchises, licenses, privileges,  immunities, approvals,  certificates, orders,
authorizations  or consents that are granted by any  Governmental  or Regulatory
Authority   (including,   without  limitation,   any  stock  exchange  or  other
self-regulatory body) ("Permits"), except for possible violations none of which,
individually  or in the  aggregate,  would  reasonably  be  expected  to  have a
Material  Adverse Effect on Qwest.  Except as disclosed in Qwest SEC Reports and
as set forth on Schedule 3.09 hereto, no investigation,  review or proceeding by
any Governmental or Regulatory  Authority  (including,  without limitation,  any
stock  exchange  or other  self-regulatory  body)  with  respect to Qwest or its
Subsidiaries  in relation  to any  alleged  violation  of law or  regulation  is
pending  or, to  Qwest's  Knowledge,  threatened,  nor has any  Governmental  or
Regulatory Authority (including, without limitation, any stock exchange or other
self-regulatory  body)  indicated an  intention to conduct the same,  except for
such  investigations  which,  if they  resulted in adverse  findings,  would not
reasonably be expected to have,  individually  or in the  aggregate,  a Material
Adverse  Effect on Qwest.  Except as set forth in the Qwest SEC  Reports  and on
Schedule 3.09 hereto,  neither Qwest nor any of its  Subsidiaries  is subject to
any cease and desist or other order,  judgment,  injunction or decree issued by,
or is a party to any written  agreement,  consent  agreement  or  memorandum  of
understanding  with,  or  is  a  party  to  any  commitment  letter  or  similar
undertaking  to, or is subject to any order or directive  by, or has adopted any
board  resolutions at the request of, any  Governmental or Regulatory  Authority
that materially  restricts the conduct of its business or which would reasonably
be expected to have a Material  Adverse Effect on Qwest, nor has Qwest or any of
its Subsidiaries  been advised that any Governmental or Regulatory  Authority is
considering   issuing  or  requesting  any  of  the   foregoing.   None  of  the
representations  and  warranties  made in this  Section 3.09 are being made with
respect to Environmental Laws.                                                  

     SECTION 3.10 Joint Proxy Statement.  None of the information supplied or to
be supplied by or on behalf of Qwest for inclusion or incorporation by reference

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in the  registration  statement to be filed with the SEC by Qwest in  connection
with  the  issuance  of  shares  of  Qwest  Common  Stock  in  the  Merger  (the
"Registration  Statement") will, at the time the Registration  Statement becomes
effective under the Securities Act,  contain any untrue  statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.  None of the information supplied or to be
supplied by or on behalf of Qwest for inclusion or incorporation by reference in
the joint proxy statement, in definitive form, relating to the meetings of Qwest
and U S WEST  stockholders to be held in connection  with the Merger,  or in the
related proxy and notice of meeting,  or soliciting  material used in connection
therewith (referred to herein collectively as the "Joint Proxy Statement") will,
at the dates mailed to stockholders and at the times of the Qwest  stockholders'
meeting and the U S WEST stockholders' meeting,  contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they are made,  not  misleading.  The  Registration
Statement and the Joint Proxy Statement (except for information  relating solely
to U S WEST) will comply as to form in all material respects with the provisions
of the  Securities  Act and the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.                                                         

     SECTION 3.11 Employee Matters; ERISA. Except as set forth on Schedule 3.11:

     (a) Schedule 3.11 contains a true and complete list of all employee benefit
plans covering  present or former employees or directors of Qwest and of each of
its Subsidiaries or their  beneficiaries,  or providing benefits to such persons
in respect of services  provided to any such  entity,  or with  respect to which
Qwest or any of its Subsidiaries has, or has had, an obligation to contribute or
any other liability,  including,  but not limited to, any employee benefit plans
within the meaning of Section 3(3) of the Employee  Retirement  Income  Security
Act of 1974,  as amended  ("ERISA"),  any deferred  compensation,  bonus,  stock
option,  restricted  stock,  incentive,  profit  sharing,  retirement,  savings,
medical, health, life insurance,  disability,  sick leave, cafeteria or flexible
spending,  vacation,  unemployment compensation,  severance or change in control
agreements,  arrangements,  programs,  policies  or plans and any other  benefit
arrangements  or payroll  practice  (collectively,  the "Qwest Benefit  Plans"),
whether funded or unfunded, insured or uninsured, written or unwritten.         

     (b) All  contributions  and other payments  required to be made by Qwest or
any of its  Subsidiaries  to or under any Qwest  Benefit  Plan (or to any person
pursuant to the terms  thereof)  have been made or the amount of such payment or
contribution obligation has been reflected in the Qwest Financial Statements.   

     (c) Each of the Qwest Benefit Plans intended to be  "qualified"  within the
meaning  of  Section  401(a)  of the Code has been  determined  by the  Internal
Revenue Service (the "IRS") to be so qualified,  and, to Qwest's  Knowledge,  no
circumstances  exist that could  reasonably  be expected  by Qwest to  adversely
affect such qualification. Qwest is in compliance in all material respects with,
and each of the Qwest Benefit Plans  complies in form with,  and is and has been
operated in all material  respects in  compliance  with,  all  applicable  Legal
Requirements,  including,  without limitation,  ERISA and the Code. No assets of
Qwest or any of its Subsidiaries are subject to liens arising under ERISA or the
Code  on  account  of any  Qwest  Benefit  Plan,  neither  Qwest  nor any of its

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Subsidiaries has been required to provide any security under Sections 401(a)(29)
or 412(f) of the Code, or under Section 307 of ERISA,  and no event has occurred
that could give rise to any such lien or a requirement to provide such security.

     (d) With  respect  to the  Qwest  Benefit  Plans,  individually  and in the
aggregate,  no event has occurred and, to Qwest's Knowledge,  there does not now
exist any condition or set of circumstances,  that could subject Qwest or any of
its Subsidiaries to any material  liability arising under the Code, ERISA or any
other  applicable  Legal  Requirements  (including,   without  limitation,   any
liability  to any such plan or the Pension  Benefit  Guaranty  Corporation  (the
"PBGC")),  or  under  any  indemnity  agreement  to  which  Qwest  or any of its
Subsidiaries  is a party,  excluding  liability  for benefit  claims and funding
obligations  payable in the ordinary  course.  No Qwest  Benefit Plan subject to
Title IV of ERISA has  terminated,  nor has a  "reportable  event"  (within  the
meaning of Section 4043 of ERISA)  occurred with respect to any such plan (other
than such events with respect to which the reporting requirement has been waived
by regulation).                                                                 

     (e) None of the Qwest  Benefit  Plans that are "welfare  plans"  within the
meaning of Section 3(1) of ERISA (i) provide for any  post-employment or retiree
benefits other than continuation  coverage required to be provided under Section
4980B of the Code, Part 6 of Title I of ERISA, or applicable  state law, or (ii)
has provided any disqualified benefit, within the meaning of Section 4976 of the
Code, with respect to which an excise tax has been, or could be, imposed.       

     (f) Qwest has made  available  to U S WEST a true and correct  copy of each
current  or last,  in the case where  there is no  current,  expired  collective
bargaining  agreement  to which Qwest or any of its  Subsidiaries  is a party or
under which Qwest or any of its  Subsidiaries  has obligations and copies of the
following  documents with respect to each Qwest Benefit Plan, where  applicable;
(i) all plan  documents  governing  such plan and the most recent  summary  plan
description  furnished  to  employees,  (ii) the  three (3) most  recent  annual
reports  filed with the IRS,  (Form  5500-series),  including  all schedules and
attachments  thereto,  (iii)  each  related  trust  agreement  or other  funding
arrangement  (including  all amendments to each such  agreement),  (iv) the most
recent  determination  of the IRS with respect to the  qualified  status of such
Qwest Benefit Plan, and any currently-pending application for such a letter, (v)
the most recent actuarial report or valuation,  and (vi) written descriptions of
unwritten Qwest Benefit Plans.                                                  

     (g) Except as set forth on Schedule  3.11 hereto as made  available  to U S
WEST prior to the date  hereof,  (i) the  consummation  or  announcement  of any
transaction  contemplated  by this  Agreement will not (either alone or upon the
occurrence  of any  additional  or  further  acts or  events)  result in any (a)
payment  (whether of severance pay or otherwise)  becoming due from Qwest or any
of its  Subsidiaries  to any  officer,  employee,  former  employee  or director
thereof or to the trustee  under any "rabbi trust" or similar  arrangement,  (b)
benefit under any Qwest Benefit Plan being established or becoming  accelerated,
vested or payable,  or (c)  "reportable  event" (as  defined in Section  4043 of
ERISA) with respect to a Qwest  Benefit  Plan subject to Title IV of ERISA,  and
(ii) neither Qwest nor any of its Subsidiaries is a party to (a) any management,
employment,  deferred  compensation,  severance (including any payment, right or
benefit  resulting  from a change  in  control),  bonus or  other  contract  for
personal  services  with any  current or former  officer,  director  or employee
(whether  or not  characterized  as a plan  for  purposes  of  ERISA),  (b)  any
consulting contract with any person who prior to entering into such contract was

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a  director  or officer  of Qwest or any of its  Subsidiaries,  or (c) any plan,
agreement, arrangement or understanding similar to any of the items described in
clause (ii)(a) or (b) of this sentence.                                         

     (h) The  consummation or  announcement  of any transaction  contemplated by
this  Agreement  will not (either alone or upon the occurrence of any additional
or further acts or events)  result in the  disqualification  of any of the Qwest
Benefit Plans intended to be qualified under, result in a prohibited transaction
or breach of fiduciary duty under, or otherwise violate, ERISA or the Code.     

     (i) Neither Qwest nor any of its  Subsidiaries  nor any of their directors,
officers,  employees or agents,  nor any "party in  interest"  or  "disqualified
person", as such terms are defined in Section 3 of ERISA and Section 4975 of the
Code,  with respect to any Qwest Benefit Plan, has engaged in or been a party to
any  "prohibited  transaction",  as such term is defined in Section  4975 of the
Code or Section 406 of ERISA, which is not otherwise exempt,  which could result
in the  imposition of either a penalty  assessed  pursuant to Section  502(i) of
ERISA  or a tax  imposed  by  Section  4975  of  the  Code  upon  Qwest  or  its
Subsidiaries,  or which could  constitute a breach of fiduciary duty which could
result in liability on the part of Qwest or any of its Subsidiaries.            

     (j) No Qwest Benefit Plan has incurred any "accumulated funding deficiency"
(as defined in Section  412 of the Code or Part 3 of Title I of ERISA),  whether
or not waived.  Neither Qwest nor any of its Subsidiaries has incurred, and none
of such entities reasonably expects to incur, any material liability to the PBGC
with  respect  to  any  Qwest  Benefit  Plan.  Neither  Qwest  nor  any  of  its
Subsidiaries is a party to, contributes to, or is required to contribute to, and
neither has incurred or reasonably  expects to incur,  any withdrawal  liability
with  respect  to, any  "multiemployer  plan" (as  defined  in Section  3(37) of
ERISA). No Qwest Benefit Plan is a "multiple employer plan",  within the meaning
of the Code or ERISA.                                                           

     SECTION 3.12 Labor Matters.  Except as set forth on Schedule 3.12,  neither
Qwest  nor  any of its  Subsidiaries  is the  subject  of any  pending  material
proceeding  asserting that it or any of its Subsidiaries has committed an unfair
labor  practice or seeking to compel it to bargain with any labor union or labor
organization,  nor is any such  proceeding  pending  or, to  Qwest's  Knowledge,
threatened,  except in each case as would not, individually or in the aggregate,
be reasonably likely to have a Material Adverse Effect on Qwest.                

     SECTION  3.13  Environmental   Matters.   Except  for  such  matters  that,
individually or in the aggregate,  are not reasonably  likely to have a Material
Adverse Effect on Qwest, or would not otherwise require  disclosure  pursuant to
the Securities  Act, or are listed on Schedule 3.13 hereto (i) each of Qwest and
its  Subsidiaries  has  complied  and  is  in  compliance  with  all  applicable
Environmental  Laws (as defined below);  (ii) the properties  currently owned or
operated by it or any of its Subsidiaries (including soils, groundwater, surface
water,  buildings or other  structures) are not contaminated  with any Hazardous
Substances (as defined  below);  (iii)  Hazardous  Substances  were not present,
disposed,  released or otherwise  deposited on, under, at or from the properties
formerly owned or operated by it or any of its Subsidiaries during the period of
ownership or operation by it or any of its Subsidiaries; (iv) neither it nor any
of its Subsidiaries is subject to liability for any Hazardous Substance disposal
or  contamination  on any third  party  property;  (v) neither it nor any of its

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Subsidiaries  has been  associated  with any release or threat of release of any
Hazardous  Substance;  (vi) neither it nor any of its  Subsidiaries has received
any notice,  demand,  threat,  letter, claim or request for information alleging
that it or any of its  Subsidiaries  may be in  violation of or liable under any
Environmental  Law (including any claims relating to  electromagnetic  fields or
microwave  transmissions);  (vii)  neither  it nor  any of its  Subsidiaries  is
subject to any  orders,  decrees,  injunctions  or other  arrangements  with any
Governmental  or  Regulatory  Authority or is subject to any  indemnity or other
agreement with any third party relating to liability under any Environmental Law
or relating to Hazardous  Substances;  and (viii) there are no  circumstances or
conditions  involving it or any of its  Subsidiaries  that could  reasonably  be
expected  to  result  in  any  claims,  liability,   investigations,   costs  or
restrictions  on the  ownership,  use,  or  transfer  of  any of its  properties
pursuant to any Environmental Law.                                              

     As used herein and in Section 4.13, the term  "Environmental Law" means any
federal,  state, local,  foreign or other law (including common law),  statutes,
ordinances  or  codes  relating  to:  (a)  the  protection,   investigation   or
restoration of the environment,  health,  safety or natural  resources,  (b) the
handling,  use,  presence,  disposal,  release  or  threatened  release  of  any
Hazardous Substance, or (c) noise, odor, wetlands,  pollution,  contamination or
any  injury or threat of injury to person or  property  in  connection  with any
Hazardous Substance.                                                            

     As used herein and in Section 4.13, the term "Hazardous  Substances"  means
any  substance  that  is:  listed,  classified  or  regulated  pursuant  to  any
Environmental    Law,   including   any   petroleum   product   or   by-product,
asbestos-containing material, lead-containing paint or plumbing, polychlorinated
biphenyls, radioactive materials or radon.                                      

 SECTION 3.14 Board Action; Vote Required; Applicability of Section 203.

     (a) The Board of Directors  of Qwest has  unanimously  determined  that the
transactions  contemplated  by this Agreement are in the best interests of Qwest
and its  stockholders  and has resolved to recommend to such  stockholders  that
they vote in favor thereof.                                                     

     (b) The approval of this  Agreement  and the issuance of Qwest Common Stock
pursuant to this Agreement by a majority of the votes entitled to be cast by all
holders of Qwest  Common  Stock is the only vote of the  holders of any class or
series of the capital  stock of Qwest  required to approve this  Agreement,  the
Merger and the other transactions contemplated hereby.                          

     (c) The  provisions  of Section 203 of Delaware Law will not,  assuming the
accuracy of the representation  specified in Section 4.20 hereof (without giving
effect to the knowledge  qualification  therein),  apply to this Agreement,  the
Voting Agreement or any of the transactions contemplated hereby or thereby.     

     SECTION 3.15 Opinion of Financial  Advisor.  Qwest has received the opinion
of Donaldson, Lufkin & Jenrette Securities Corporation dated the date hereof, to
the effect  that,  as of such  date,  the  Merger  Consideration  is fair from a
financial point of view to the holders of Qwest Common Stock.                   

     SECTION 3.16 Brokers.  Except for Donaldson,  Lufkin & Jenrette  Securities
Corporation,  the arrangements  with which have been disclosed to U S WEST prior
to the date  hereof,  who have been  engaged  by  Qwest,  no  broker,  finder or

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investment banker is entitled to any brokerage,  finder's, investment banking or
other fee or commission in connection with the transactions contemplated by this
Agreement  based upon  arrangements  made by or on behalf of Qwest or any of its
Subsidiaries.                                                                   

     SECTION 3.17 Tax  Matters.  Except as set forth on Schedule  3.17  attached
hereto   and  except  to  the  extent   that  the   failure  of  the   following
representations to be true would not have a Material Adverse                    
Effect on Qwest:                                                                

     (a) All Tax Returns required to be filed by Qwest or its Subsidiaries on or
prior  to the  Effective  Time  have  been or  will be  timely  filed  with  the
appropriate Governmental or Regulatory Authorities and are or will be correct in
all respects,  and all Taxes due by Qwest or its Subsidiaries on or prior to the
Effective Time have been, or will be, timely paid;                              

     (b) All unpaid Taxes in respect of Qwest or its  Subsidiaries  with respect
to taxable  periods  ending on or prior to the Effective Time or with respect to
taxable periods that begin before the Effective Time and end after the Effective
Time,  to the extent such Taxes are  attributable  to the portion of such period
ending at the Effective  Time,  have been or will be  adequately  reflected as a
liability on the books of Qwest or its Subsidiaries on or prior to the Effective
Time;                                                                           

     (c) There are no liens  (except for  statutory  liens for current Taxes not
yet due and payable)  against any domestic or foreign  assets of Qwest or any of
its Subsidiaries resulting from any unpaid Taxes;                               

     (d) No audit or other  proceeding  with  respect to Taxes due from Qwest or
any of its Subsidiaries,  or any Tax Return of Qwest or any of its Subsidiaries,
is pending,  threatened in writing,  or being  conducted by any  Governmental or
Regulatory Authority; and                                                       

     (e) No extension of the statute of  limitations  on the  assessment  of any
Taxes has been granted by Qwest or any of its  Subsidiaries  and is currently in
effect.                                                                         

     SECTION 3.18  Intellectual  Property.  Qwest and its Subsidiaries  have all
right,  title and  interest  in,  or a valid and  binding  license  to use,  all
Intellectual  Property  (as  defined  below)  that  is  individually  or in  the
aggregate   material  to  the  conduct  of  the  businesses  of  Qwest  and  its
Subsidiaries  taken  as a  whole  ("Qwest  Intellectual  Property").  Except  as
disclosed in Schedule 3.18, Qwest and its Subsidiaries (i) have not defaulted in
any material respect under any license to use Qwest Intellectual Property,  (ii)
are not the subject of any  proceeding or  litigation  for  infringement  of any
third party Intellectual Property, (iii) have no Knowledge of circumstances that
would be reasonably  expected to give rise to any such proceeding or litigation,
and  (iv)  have no  Knowledge  of  circumstances  that are  causing  or would be
reasonably  expected  to cause  the  loss or  impairment  of Qwest  Intellectual
Property, other than a default, proceeding,  litigation, loss or impairment that
is not having or would not be reasonably  expected to have,  individually  or in
the  aggregate,  a Material  Adverse  Effect on the conduct of the businesses of
Qwest and its  Subsidiaries  taken as a whole.  For purposes of this  Agreement,
"Intellectual  Property"  means  patents  and  patent  rights,   trademarks  and
trademark rights,  trade names and trade name rights,  service marks and service

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mark rights,  copyrights  and  copyright  rights,  trade secret and trade secret
rights, and other intellectual property rights, and all pending applications for
and registrations of any of the foregoing.                                      

     SECTION 3.19 Insurance.  Except as set forth on Schedule 3.19 hereto,  each
of Qwest and each of its Significant  Subsidiaries  is insured with  financially
responsible  insurers in such  amounts and against  such risks and losses as are
customary  for companies  conducting  the business as conducted by Qwest and its
Subsidiaries  during  such time  period.  Except as set forth on  Schedule  3.19
hereto,  since January 1, 1998,  neither Qwest nor any of its  Subsidiaries  has
received  notice of  cancellation  or  termination  with respect to any material
insurance  policy of Qwest or its  Subsidiaries  which has not been  cured.  The
insurance  policies  of Qwest and its  Subsidiaries  are  valid and  enforceable
policies.                                                                       

     SECTION 3.20 Ownership of Securities.  Except as set forth on Schedule 3.20
hereto, as of the date hereof,  neither Qwest nor, to Qwest's Knowledge,  any of
its affiliates or associates (as such terms are defined under the Exchange Act),
(a) (i)  beneficially  owns,  directly  or  indirectly,  or (ii) is party to any
agreement,  arrangement or understanding for the purpose of acquiring,  holding,
voting or disposing of, in each case, shares of capital stock of U S WEST, which
in the aggregate  represent ten percent (10%) or more of the outstanding  shares
of U S WEST Common Stock (other than shares held by Qwest  Benefit  Plans),  nor
(b) is an "interested stockholder" of U S WEST within the meaning of Section 203
of Delaware  Law.  Except as set forth on Schedule  3.20  hereto,  Qwest owns no
shares of U S WEST Common Stock which would constitute Disqualified Shares.     

     SECTION  3.21  Certain  Contracts.  Except  as set forth on  Schedule  3.21
hereto,  all material  contracts  required to be described in Item 601(b)(l0) of
Regulation  S-K to which  Qwest or its  Subsidiaries  is a party or may be bound
have been filed as exhibits to, or  incorporated by reference in, Qwest's Annual
Report on Form 10-K for the year ended  December 31, 1998.  Schedule  3.21 lists
all material joint venture or strategic alliance  agreements to which Qwest is a
party. All contracts,  licenses, consents, royalty or other agreements which are
material to Qwest and its Subsidiaries,  taken as a whole, to which Qwest or any
of its  Subsidiaries  is a party (the "Qwest  Contracts")  are valid and in full
force and effect on the date hereof  except to the extent  they have  previously
expired in accordance with their terms or, to the extent such  invalidity  would
not have a Material Adverse Effect on Qwest, and, to Qwest's Knowledge,  neither
Qwest nor any of its Subsidiaries has violated any provision of, or committed or
failed to perform  any act which with or without  notice,  lapse of time or both
would  constitute a default under the provisions of, any Qwest Contract,  except
for defaults  which  individually  and in the aggregate  would not reasonably be
expected  to result  in a  Material  Adverse  Effect  on  Qwest.  Schedule  3.21
separately  identifies each Qwest Contract which contains a change-in-control or
similar type provision  which will be "triggered"  and/or require a consent as a
result of the transactions contemplated hereby.                                 

     SECTION  3.22  Licenses.  Qwest  and  each  of  its  Subsidiaries  are  the
authorized  legal holders or otherwise  have rights to all material  Permits and
licenses and operating rights necessary for the operation of their businesses as
presently operated (collectively, the "Qwest Licenses"). All Qwest Licenses were
duly obtained and are validly  issued and in full force and effect.  Qwest is in
compliance in all respects with the Communications Act of 1934, as amended,  and
the rules,  regulations and policies of the FCC and all applicable  Governmental

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or  Regulatory  Authorities,  except for such  failure to comply which would not
have a  Material  Adverse  Effect on Qwest.  There is not now  pending  and,  to
Qwest's  Knowledge,  there is not threatened in each case as of the date hereof,
any action by or before the FCC or any  Governmental or Regulatory  Authority to
revoke,  suspend,  cancel,  rescind or modify in any material respect any of the
Qwest Licenses. Schedule 3.22 sets forth a complete list of all Qwest Licenses. 

     SECTION 3.23 Year 2000.  Qwest has (i) initiated a review and assessment of
all  areas  within  its and  each of its  existing  Subsidiaries'  business  and
operations  that could be adversely  affected by a failure of any of its Systems
to be Year 2000 Compliant (as defined below), (ii) developed a plan and timeline
for  addressing  Year  2000  compliance  on a timely  basis,  and (iii) to date,
implemented  that  plan  in  accordance  with  that  timetable.  Subject  to the
qualification  contained in the Qwest SEC Reports,  based on the  foregoing,  to
Qwest's  Knowledge,  all  Systems  that  are  material  to  its  or  any  of its
Subsidiaries'  business or operations are reasonably  expected on a timely basis
to be Year 2000 Compliant.                                                      

     SECTION 3.24 Foreign Corrupt Practices and  International  Trade Sanctions.
To Qwest's  Knowledge,  neither Qwest, nor any of its  Subsidiaries,  nor any of
their respective  directors,  officers,  agents,  employees or any other Persons
acting on their behalf has, in connection with the operation of their respective
businesses,  (i) used any  corporate or other funds for unlawful  contributions,
payments, gifts or entertainment,  or made any unlawful expenditures relating to
political activity to government  officials,  candidates or members of political
parties  or  organizations,   or  established  or  maintained  any  unlawful  or
unrecorded  funds in violation of Section 104 of the Foreign  Corrupt  Practices
Act of 1977, as amended,  or any other similar  applicable  foreign,  federal or
state law, (ii) paid, accepted or received any unlawful contributions, payments,
expenditures or gifts, or (iii) violated or operated in non-compliance  with any
export  restrictions,  anti-boycott  regulations,  embargo  regulations or other
applicable  domestic or foreign laws and regulations,  except in each case where
there would be no Material Adverse Effect on Qwest.                             

     SECTION 3.25 Disclosure of Qwest Plans. Qwest has disclosed to U S WEST all
plans,  projections  or the like (written or  otherwise)  relating to its or its
affiliates' efforts to compete in U S WEST's 14 state region.                   

 ARTICLE 4
Representations And Warranties Of U S WEST

     U S WEST hereby  represents  and warrants as of the date hereof to Qwest as
follows:                                                                        

     SECTION 4.01  Organization and  Qualification;  Subsidiaries.  U S WEST and
each of its Significant  Subsidiaries,  as listed on Schedule 4.01 hereto,  is a
corporation duly organized, validly existing and in good standing under the laws
of its  jurisdiction  of  incorporation  or  organization.  Each of the U S WEST
Subsidiaries  which is not a Significant  Subsidiary is duly organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation  or  organization,  except  for such  failure  which,  when  taken
together with all other such failures,  would not reasonably be expected to have
a Material Adverse Effect on U S WEST. Each of U S WEST and its Subsidiaries has

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the requisite  corporate  power and  authority and any necessary  Permit to own,
operate or lease the properties that it purports to own, operate or lease and to
carry on its business as it is now being  conducted,  and is duly qualified as a
foreign  corporation  to  do  business,   and  is  in  good  standing,  in  each
jurisdiction where the character of its properties owned,  operated or leased or
the nature of its activities makes such qualification necessary, except for such
failure  which,  when taken  together  with all other such  failures,  would not
reasonably be expected to have a Material Adverse Effect on U S WEST.           

     SECTION  4.02  Certificate  of  Incorporation  and  Bylaws.  U S  WEST  has
heretofore  furnished,  or  otherwise  made  available,  to Qwest a complete and
correct copy of the Certificate of Incorporation and the Bylaws, each as amended
to the date hereof, of U S WEST and each of its Significant  Subsidiaries.  Such
Certificates of Incorporation and Bylaws are in full force and effect. Neither U
S WEST nor any of its  Significant  Subsidiaries  is in  violation of any of the
provisions of its respective  Certificate of  Incorporation  or, in any material
respect, its Bylaws.                                                            

     SECTION 4.03  Capitalization.  (a) The authorized capital stock of U S WEST
consists solely of (i) 10,000,000 shares of Series A Junior Preferred Stock, par
value  $1.00  per  share,  none of which  are  outstanding  and all of which are
reserved for issuance  under the Rights  Agreement (as defined in Section 4.14),
(ii) 190,000,000  shares of Preferred Stock, par value $1.00 per share,  none of
which are  outstanding  and none of which are reserved for  issuance,  and (iii)
2,000,000,000  shares of U S WEST Common Stock,  of which,  as of July 12, 1999,
504,527,735 shares were issued and outstanding,  304,003 shares were held in the
treasury of U S WEST and  24,672,931  shares were  issuable upon the exercise of
options  outstanding  under the U S WEST option  plans  listed on Schedule  4.03
hereto.  Except as set forth on  Schedule  4.03 or,  after the date  hereof,  as
permitted by Section 5.02 hereof, (x) since July 12, 1999, no shares of U S WEST
Common  Stock have been  issued,  except upon the exercise of options and rights
described  in  the  immediately  preceding  sentence,   and  (y)  there  are  no
outstanding U S WEST Equity  Rights.  For purposes of this  Agreement,  U S WEST
Equity Rights shall mean subscriptions,  options,  warrants, calls, commitments,
agreements,  conversion  rights or other rights of any character  (contingent or
otherwise)  to purchase or otherwise  acquire from U S WEST or any of U S WEST's
Subsidiaries at any time, or upon the happening of any stated event,  any shares
of the capital stock or other voting or non-voting  securities of U S WEST ("U S
WEST Equity  Rights").  Schedule  4.03 hereto sets forth a complete and accurate
list of all  outstanding U S WEST Equity Rights as of July 12, 1999.  Since July
12,  1999,  no U S WEST Equity  Rights  have been issued  except as set forth on
Schedule 4.03 or, after the date hereof, as permitted by Section 5.02 hereof.   

     (b) Except as set forth on Schedule  4.03,  or, after the date  hereof,  as
permitted by Section 5.02 hereof,  there are no  outstanding  obligations of U S
WEST or any of U S  WEST's  Subsidiaries  to  repurchase,  redeem  or  otherwise
acquire any shares of capital stock of U S WEST.                                

     (c) All of the issued and  outstanding  shares of U S WEST Common Stock are
validly issued, fully paid and nonassessable.                                   

     (d) Except as  disclosed  on  Schedule  4.01  hereto,  all the  outstanding
capital stock of each of U S WEST's Significant Subsidiaries which is owned by  

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U S WEST is duly authorized,  validly issued, fully paid and nonassessable,  and
is owned by U S WEST free and clear of any liens,  security interests,  pledges,
agreements,   claims,   charges  or  encumbrances  except  for  liens,  security
interests,  pledges,  agreements,  claims,  charges  or  encumbrances  which are
granted to secure indebtedness permitted by Section 5.02. Except as set forth on
Schedule  4.03, or hereafter  issued or entered into in accordance  with Section
5.02 hereof,  there are no existing  subscriptions,  options,  warrants,  calls,
commitments,  agreements,  conversion  rights or other  rights of any  character
(contingent or otherwise) to purchase or otherwise  acquire from U S WEST or any
of U S WEST's  Subsidiaries  at any time,  or upon the  happening  of any stated
event, any shares of the capital stock or other voting or non-voting  securities
of any U S WEST  Subsidiary,  whether  or not  presently  issued or  outstanding
(except for rights of first refusal to purchase  interests in Subsidiaries which
are not wholly-owned by U S WEST), and there are no outstanding obligations of U
S WEST or any of U S WEST's  Subsidiaries  to  repurchase,  redeem or  otherwise
acquire any shares of capital stock or other voting or non-voting  securities of
any of U S WEST's Subsidiaries, other than such as would not, individually or in
the aggregate,  have a Material  Adverse Effect on U S WEST.  Except for (i) its
Subsidiaries, (ii) immaterial amounts of equity securities, (iii) investments of
Persons in which U S WEST has less than a five percent (5%)  interest,  and (iv)
equity  interests  disclosed on Schedule  4.03 hereto or  hereafter  acquired as
permitted  under  Section 5.02 hereof,  U S WEST does not directly or indirectly
own any equity interest in any other Person.                                    

     (e) No bonds,  debentures,  notes or other  indebtedness of U S WEST having
the right to vote on any  matters on which  stockholders  may vote are issued or
outstanding except for any securities issued after the date hereof in accordance
with Section 5.02.                                                              

     SECTION  4.04  Authority  Relative  to  this  Agreement.  U S WEST  has the
necessary  corporate  power and  authority  to enter  into this  Agreement  and,
subject to obtaining any necessary  stockholder  approval of the Merger and this
Agreement, to carry out its obligations hereunder. The execution and delivery of
this Agreement by U S WEST and the  consummation by U S WEST of the transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of U S WEST,  subject to the  approval of the U S Merger and of this
Agreement by U S WEST's  stockholders  required by Delaware Law. This  Agreement
has  been  duly  executed  and  delivered  by U S WEST  and,  assuming  the  due
authorization,  execution and delivery thereof by the other Parties, constitutes
a legal,  valid and binding  obligation of U S WEST,  enforceable  against it in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization, moratorium or other laws relating to or affecting the rights and
remedies of creditors  generally and to general principles of equity (regardless
of whether considered in a proceeding in equity or at law).                     

     SECTION  4.05 No Conflict;  Required  Filings and  Consents.  (a) Except as
listed on Schedule  4.05 hereto or as described  in  subsection  (b) below,  the
execution  and  delivery  of  this  Agreement  by U S WEST  does  not,  and  the
performance of this Agreement by U S WEST will not, (i) violate or conflict with
the  Certificate of  Incorporation  or Bylaws of U S WEST, (ii) conflict with or
violate any law, regulation,  court order,  judgment or decree applicable to U S
WEST or any of its Significant  Subsidiaries or by which any of their respective
property is bound or affected, (iii) violate or conflict with the Certificate of
Incorporation or Bylaws of any of U S WEST's Subsidiaries, or (iv) result in any
breach of or  constitute  a default  (or an event  which with notice or lapse of

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time or both  would  become a  default)  under,  or give to others any rights of
termination  or  cancellation  of,  or  result  in the  creation  of a  lien  or
encumbrance  on  any of  the  properties  or  assets  of U S WEST  or any of its
Subsidiaries  pursuant  to,  or result in the loss of any  material  benefit  or
right,  including  the  benefit  of any  standstill  agreement,  or result in an
acceleration  of any rights or amounts due resulting from a change of control or
otherwise,  or  require  the  consent  of  any  other  party  to  any  contract,
instrument,  permit,  license  or  franchise  to  which  U S WEST  or any of its
Significant  Subsidiaries  is a  party  or  by  which  U S  WEST,  any  of  such
Subsidiaries or any of their respective  property is bound or affected,  except,
in the case of clauses (ii),  (iii), and (iv) above, for conflicts,  violations,
breaches,  defaults,  rights, results or consents which,  individually or in the
aggregate, would not have a Material Adverse Effect on U S WEST.                

     (b) Except for applicable  requirements,  if any, of state, local, District
of  Columbia,   or  foreign   regulatory  laws  and  commissions,   the  Federal
Communications   Commission,   the  Exchange  Act,  the  premerger  notification
requirements  of the HSR Act,  filing and  recordation of appropriate  merger or
other documents as required by Delaware Law and any filings required pursuant to
any state  securities  or "blue sky" laws or the rules of any  applicable  stock
exchanges,  neither U S WEST nor any of its Significant Subsidiaries is required
to submit any notice, report or other filing with any Governmental or Regulatory
Authority in connection  with the  execution,  delivery or  performance  of this
Agreement. Except as set forth in the immediately preceding sentence, no waiver,
consent,  approval or authorization of any Governmental or Regulatory  Authority
is required to be obtained by U S WEST or any of its Significant Subsidiaries in
connection with its execution, delivery or performance of this Agreement.       

     SECTION 4.06 SEC Filings;  Financial Statements. (a) U S WEST has filed all
forms,  reports and  documents  required to be filed with the SEC since June 12,
1998, and has heretofore delivered or made available to Qwest, in the form filed
with the SEC,  together with any amendments  thereto,  its (i) Annual Reports on
Form 10-K for the fiscal year ended December 31, 1998, (ii) all proxy statements
relating to U S WEST's meetings of stockholders (whether annual or special) held
since June 12, 1998, (iii) Quarterly Reports on Form l0-Q for the fiscal quarter
ended March 31, 1999 and (iv) all other reports or registration statements filed
by U S WEST with the SEC since June 12,  1998  (collectively,  the "U S WEST SEC
Reports").  The  U S  WEST  SEC  Reports  (i)  were  prepared  substantially  in
accordance  with the  requirements of the Securities Act or the Exchange Act, as
the case may be, and the rules and  regulations  promulgated  under each of such
respective acts, and (ii) did not at the time they were filed contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  in order to make the  statements  therein,  in the
light of the circumstances under which they were made, not misleading.          

     (b) The financial  statements,  including all related notes and  schedules,
contained in the U S WEST SEC Reports (or  incorporated  by  reference  therein)
fairly  present  the  consolidated  financial  position  of  U S  WEST  and  its
Subsidiaries as at the respective dates thereof and the consolidated  results of
operations  and  cash  flows of U S WEST and its  Subsidiaries  for the  periods
indicated in accordance with GAAP applied on a consistent  basis  throughout the
periods involved (except for changes in accounting  principles  disclosed in the
notes thereto) and subject in the case of interim financial statements to normal
year-end adjustments.                                                           

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     SECTION 4.07 Absence of Certain  Changes or Events.  Except as disclosed in
the U S WEST SEC Reports  filed  prior to the date hereof and on Schedule  4.07,
since  December 31, 1998, and except as permitted by this Agreement or consented
to  hereunder,  U S WEST and its  Subsidiaries  have not  incurred  any material
liability,  except in the ordinary  course of their  businesses  consistent with
their past practices,  and there has not been any change, or any event involving
a  prospective  change,  in the  business,  financial  condition  or  results of
operations  of U S WEST  or  any  of  its  Subsidiaries  which  has  had,  or is
reasonably  likely to have, a Material  Adverse Effect on U S WEST, and U S WEST
and its Subsidiaries have conducted their respective  businesses in the ordinary
course consistent with their past practices.                                    

     SECTION 4.08 Litigation.  There are no claims, actions, suits,  proceedings
or investigations  pending or, to U S WEST's Knowledge,  threatened  against U S
WEST or any of its Subsidiaries,  or any properties or rights of U S WEST or any
of its Subsidiaries, before any Governmental or Regulatory Authority as to which
there is a reasonable likelihood of an adverse judgment or determination against
U S WEST or any of its Subsidiaries, except for those that are not, individually
or in the aggregate,  reasonably likely to have a Material Adverse Effect on U S
WEST, or prevent or materially  delay the ability of U S WEST to consummate  the
transactions  contemplated  by this  Agreement,  except as set forth on Schedule
4.08  hereto.  With  respect  to Tax  matters,  litigation  shall  not be deemed
threatened  unless a Tax authority has delivered a written  notice of deficiency
to U S WEST or any of its Subsidiaries.                                         

     SECTION 4.09 No Violation of Law; Permits. The business of U S WEST and its
Subsidiaries is not being conducted in violation of any Legal Requirements or in
violation  of any  Permits,  except  for  possible  violations  none  of  which,
individually  or in the  aggregate,  would  reasonably  be  expected  to  have a
Material Adverse Effect on U S WEST. Except as disclosed in U S WEST SEC Reports
and as set forth in the U S WEST SEC  Reports and on Schedule  4.09  hereto,  no
investigation,  review or proceeding by any Governmental or Regulatory Authority
(including,  without  limitation,  any stock  exchange or other self  regulatory
body) with  respect to U S WEST or its  Subsidiaries  in relation to any alleged
violation  of  law  or  regulation  is  pending  or,  to U S  WEST's  Knowledge,
threatened, nor has any Governmental or Regulatory Authority (including, without
limitation,  any stock  exchange or other self  regulatory  body)  indicated  an
intention to conduct the same,  except for such  investigations  which,  if they
resulted  in  adverse  findings,  would  not  reasonably  be  expected  to have,
individually or in the aggregate,  a Material Adverse Effect on U S WEST. Except
as set forth in the U S WEST SEC Reports and on Schedule 4.09 hereto,  neither U
S WEST nor any of its  Subsidiaries  is subject to any cease and desist or other
order,  judgment,  injunction  or decree issued by, or is a party to any written
agreement,  consent agreement or memorandum of understanding with, or is a party
to any commitment  letter or similar  undertaking to, or is subject to any order
or  directive  by, or has adopted any board  resolutions  at the request of, any
Governmental or Regulatory  Authority that  materially  restricts the conduct of
its business or which would  reasonably  be expected to have a Material  Adverse
Effect on U S WEST,  nor has U S WEST or any of its  Subsidiaries  been  advised
that  any  Governmental  or  Regulatory  Authority  is  considering  issuing  or
requesting any of the foregoing. None of the representations and warranties made
in this Section 4.09 are being made with respect to Environmental Laws.         

     SECTION 4.10 Joint Proxy Statement.  None of the information supplied or to
be  supplied  by or on  behalf of U S WEST for  inclusion  or  incorporation  by

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reference  in the  Registration  Statement  will,  at the time the  Registration
Statement  becomes  effective  under the  Securities  Act,  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading.   None  of  the
information supplied or to be supplied by or on behalf of U S WEST for inclusion
or  incorporation  by reference in the Joint Proxy  Statement will, at the dates
mailed to stockholders and at the times of the Qwest  stockholders'  meeting and
the U S WEST stockholders'  meeting,  contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading.  The  Registration  Statement and the
Joint Proxy  Statement  (except for  information  relating solely to Qwest) will
comply as to form in all material respects with the provisions of the Securities
Act and the Exchange Act and the rules and regulations promulgated thereunder.  

     SECTION 4.11 Employee Matters; ERISA. Except as set forth on Schedule 4.11:

     (a) Schedule 4.11 contains a true and complete list of all employee benefit
plans covering  present or former employees or directors of U S WEST and of each
of its  Subsidiaries  or their  beneficiaries,  or  providing  benefits  to such
persons in respect of services  provided to any such entity,  or with respect to
which U S WEST or any of its  Subsidiaries  has,  or has had, an  obligation  to
contribute or any other liability,  including,  but not limited to, any employee
benefit  plans  within  the  meaning  of  Section  3(3) of ERISA,  any  deferred
compensation,  bonus, stock option, restricted stock, incentive, profit sharing,
retirement,  savings, medical, health, life insurance,  disability,  sick leave,
cafeteria or flexible spending, vacation,  unemployment compensation,  severance
or change in control agreements,  arrangements,  programs, policies or plans and
any other benefit arrangements or payroll practice (collectively,  the "U S WEST
Benefit Plans"),  whether funded or unfunded,  insured or uninsured,  written or
unwritten.                                                                      

     (b) All contributions and other payments required to be made by U S WEST or
any of its  Subsidiaries to or under any U S WEST Benefit Plan (or to any person
pursuant to the terms  thereof)  have been made or the amount of such payment or
contribution obligation has been reflected in the U S WEST Financial Statements.

     (c) Each of the U S WEST Benefit Plans  intended to be  "qualified"  within
the meaning of Section  401(a) of the Code has been  determined by the IRS to be
so qualified,  and, to U S WEST's Knowledge,  no circumstances  exist that could
reasonably be expected by U S WEST to adversely affect such  qualification.  U S
WEST is in compliance in all material  respects  with,  and each of the U S WEST
Benefit  Plans  complies  in form  with,  and is and has  been  operated  in all
material  respects  in  compliance  with,  all  applicable  Legal  Requirements,
including,  without limitation, ERISA and the Code. No assets of U S WEST or any
of its  Subsidiaries  are  subject to liens  arising  under ERISA or the Code on
account  of  any U S  WEST  Benefit  Plan,  neither  U S  WEST  nor  any  of its
Subsidiaries has been required to provide any security under Sections 401(a)(29)
or 412(f) of the Code, or under Section 307 of ERISA,  and no event has occurred
that could give rise to any such lien or a requirement to provide such security.

     (d) With respect to the U S WEST  Benefit  Plans,  individually  and in the
aggregate,  no event has occurred and, to U S WEST's  Knowledge,  there does not
now exist any condition or set of circumstances,  that could subject U S WEST or

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any of its Subsidiaries to any material  liability arising under the Code, ERISA
or any other applicable Legal Requirements (including,  without limitation,  any
liability  to any such plan or the PBGC),  or under any  indemnity  agreement to
which U S WEST or any of its  Subsidiaries is a party,  excluding  liability for
benefit claims and funding  obligations  payable in the ordinary course.  No U S
WEST  Benefit  Plan  subject  to  Title IV of ERISA  has  terminated,  nor has a
"reportable  event" (within the meaning of Section 4043 of ERISA)  occurred with
respect  to any such plan  (other  than such  events  with  respect to which the
reporting requirement has been waived by regulation).                           

     (e) None of the U S WEST Benefit Plans that are "welfare  plans" within the
meaning of Section 3(1) of ERISA (i) provides for any post-employment or retiree
benefits other than continuation  coverage required to be provided under Section
4980B of the Code,  Part 6 of Title I of ERISA or applicable  state law, or (ii)
has provided any disqualified benefit, within the meaning of Section 4976 of the
Code, with respect to which an excise tax has been, or could be, imposed.       

     (f) U S WEST has made  available  to Qwest a true and correct  copy of each
current  or last,  in the case where  there is no  current,  expired  collective
bargaining  agreement to which U S WEST or any of its Subsidiaries is a party or
under which U S WEST or any of its  Subsidiaries  has  obligations and copies of
the  following  documents  with  respect to each U S WEST  Benefit  Plan,  where
applicable,  (i) all plan  documents  governing  such  plan and the most  recent
summary plan description furnished to employees,  (ii) the three (3) most recent
annual reports filed with the IRS, (Form  5500-series),  including all schedules
and  attachments  thereto,  (iii) each related trust  agreement or other funding
arrangement  (including  all amendments to each such  agreement),  (iv) the most
recent determination of the IRS with respect to the qualified status of such U S
WEST Benefit Plan, and any currently-pending  application for such a letter, (v)
the most recent actuarial report or valuation,  and (vi) written  description of
unwritten U S WEST Benefit Plans.                                               

     (g) Except as set forth on Schedule 4.11 hereto as made  available to Qwest
prior  to  the  date  hereof,  (i)  the  consummation  or  announcement  of  any
transaction  contemplated  by this  Agreement will not (either alone or upon the
occurrence  of any  additional  or  further  acts or  events)  result in any (a)
payment  (whether of severance pay or  otherwise)  becoming due from U S WEST or
any of its  Subsidiaries to any officer,  employee,  former employee or director
thereof or to the trustee  under any "rabbi trust" or similar  arrangement,  (b)
benefit  under  any  U  S  WEST  Benefit  Plan  being  established  or  becoming
accelerated, vested or payable, or (c) "reportable event" (as defined in Section
4043 of ERISA) with  respect to a U S WEST  Benefit  Plan subject to Title IV of
ERISA,  and (ii) neither U S WEST nor any of its  Subsidiaries is a party to (a)
any management,  employment,  deferred  compensation,  severance  (including any
payment,  right or benefit  resulting from a change in control),  bonus or other
contract for personal  services with any current or former officer,  director or
employee (whether or not characterized as a plan for purposes of ERISA), (b) any
consulting contract with any person who prior to entering into such contract was
a director or officer of U S WEST or any of its  Subsidiaries,  or (c) any plan,
agreement, arrangement or understanding similar to any of the items described in
clause (ii)(a) or (b) of this sentence.                                         

     (h) The  consummation or  announcement  of any transaction  contemplated by
this  Agreement  will not (either alone or upon the occurrence of any additional

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or further acts or events) result in the disqualification of any of the U S WEST
Benefit Plans intended to be qualified under, result in a prohibited transaction
or breach of fiduciary duty under, or otherwise violate, ERISA or the Code.     

     (i)  Neither  U S WEST  nor  any  of  its  Subsidiaries  nor  any of  their
directors,  officers,  employees  or  agents,  nor any  "party in  interest"  or
"disqualified  person",  as such  terms are  defined  in  Section 3 of ERISA and
Section 4975 of the Code, with respect to any U S WEST Benefit Plan, has engaged
in or been a party to any "prohibited  transaction",  as such term is defined in
Section 4975 of the Code or Section 406 of ERISA, which is not otherwise exempt,
which could result in the  imposition of either a penalty  assessed  pursuant to
Section  502(i) of ERISA or a tax  imposed by Section  4975 of the Code upon U S
WEST or its  Subsidiaries,  or which could constitute a breach of fiduciary duty
which  could  result  in  liability  on  the  part  of U S  WEST  or  any of its
Subsidiaries.                                                                   

     (j)  No U S  WEST  Benefit  Plan  has  incurred  any  "accumulated  funding
deficiency"  (as  defined  in  Section  412 of the  Code or Part 3 of Title I of
ERISA),  whether or not waived. Neither U S WEST nor any of its Subsidiaries has
incurred,  and none of such entities  reasonably  expects to incur, any material
liability  to the PBGC with respect to any U S WEST  Benefit  Plan.  Neither U S
WEST nor any of its  Subsidiaries is a party to,  contributes to, or is required
to contribute to, and neither has incurred or reasonably  expects to incur,  any
withdrawal  liability with respect to, any  "multiemployer  plan" (as defined in
Section 3(37) of ERISA). No U S WEST Benefit Plan is a "multiple employer plan",
within the meaning of the Code or ERISA.                                        

     SECTION 4.12 Labor Matters. Except as set forth on Schedule 4.12, neither U
S WEST  nor any of its  Subsidiaries  is the  subject  of any  pending  material
proceeding  asserting that it or any of its Subsidiaries has committed an unfair
labor  practice or seeking to compel it to bargain with any labor union or labor
organization,  nor is any such proceeding  pending or, to U S WEST's  Knowledge,
threatened,  except in each case as would not, individually or in the aggregate,
be reasonably likely to have a Material Adverse Effect on U S WEST.             

     SECTION  4.13  Environmental   Matters.   Except  for  such  matters  that,
individually or in the aggregate,  are not reasonably  likely to have a Material
Adverse Effect on U S WEST, or would not otherwise require  disclosure  pursuant
to the  Securities  Act, or are listed on Schedule 4.13 hereto,  (i) each of U S
WEST and its  Subsidiaries has complied and is in compliance with all applicable
Environmental Laws; (ii) the properties currently owned or operated by it or any
of its Subsidiaries (including soils,  groundwater,  surface water, buildings or
other  structures) are not  contaminated  with any Hazardous  Substances;  (iii)
Hazardous Substances were not present, disposed, released or otherwise deposited
on, under, at or from the properties  formerly owned or operated by it or any of
its Subsidiaries during the period of ownership or operation by it or any of its
Subsidiaries;  (iv)  neither  it nor  any  of its  Subsidiaries  is  subject  to
liability for any Hazardous  Substance  disposal or  contamination  on any third
party property;  (v) neither it nor any of its  Subsidiaries has been associated
with any release or threat of release of any Hazardous  Substance;  (vi) neither
it nor any of its Subsidiaries has received any notice,  demand, threat, letter,
claim or request for information alleging that it or any of its Subsidiaries may
be in violation of or liable under any  Environmental  Law (including any claims
relating to electromagnetic fields or microwave transmissions); (vii) neither it

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nor any of its  Subsidiaries is subject to any orders,  decrees,  injunctions or
other  arrangements with any Governmental or Regulatory  Authority or is subject
to any indemnity or other  agreement  with any third party relating to liability
under any  Environmental  Law or relating to  Hazardous  Substances;  and (viii)
there are no circumstances or conditions involving it or any of its Subsidiaries
that  could  reasonably  be  expected  to  result  in  any  claims,   liability,
investigations,  costs or restrictions on the ownership, use, or transfer of any
of its properties pursuant to any Environmental Law.                            

     SECTION  4.14  Board  Action;   Vote  Required;   U  S  WEST  Rights  Plan;
Applicability of Section 203;  Termination of Global Merger  Agreement.  (a) The
Board of Directors of U S WEST has unanimously  determined that the transactions
contemplated  by this  Agreement  are in the best  interests of U S WEST and its
stockholders and has resolved to recommend to such  stockholders  that they vote
in favor thereof.                                                               

     (b) The  approval  of this  Agreement  and the Merger by a majority  of the
votes  entitled to be cast by all  holders of U S WEST Common  Stock is the only
vote of the  holders  of any class or series  of the  capital  stock of U S WEST
required  to approve  this  Agreement,  the  Merger  and the other  transactions
contemplated hereby.                                                            

     (c) The  provisions  of Section 203 of Delaware Law will not,  assuming the
accuracy of the representations contained in Section 3.20 hereof (without giving
effect to the knowledge qualification  therein),  apply to this Agreement or any
of the transactions contemplated hereby.                                        

     (d) The Board of Directors of U S WEST have taken all actions  necessary to
render Article IX of the U S WEST Certificate of  Incorporation  inapplicable to
the transactions contemplated hereby.                                           

     (e) The  Rights  Agreement  dated as of June 1,  1998  between U S WEST and
State Street Bank and Trust Company (the "Rights Agreement") has been amended so
as to  provide  that (x) none of  Qwest  or any of its  Subsidiaries  will be an
"Acquiring Person" thereunder and (y) the changes pursuant to Amendment No. 1 to
the Rights Agreement have been cancelled in their entirety.                     

     (f) The  Agreement and Plan of Merger dated as of May 16, 1999 (the "Global
Merger Agreement") between U S WEST and Global Crossing Ltd.                    
("Global") has been duly terminated.                                            

     SECTION  4.15  Opinions of  Financial  Advisors.  U S WEST has received the
opinions  of  Merrill  Lynch,  Pierce,  Fenner  & Smith  Incorporated  ("Merrill
Lynch"),  and Lehman Brothers Inc. ("Lehman  Brothers"),  dated the date hereof,
and each to the effect that, as of such date, the Merger  Consideration  is fair
from a financial point of view to the holders of U S WEST Common Stock.         

     SECTION 4.16  Brokers.  Except for Merrill Lynch and Lehman  Brothers,  the
arrangements  with which have been  disclosed to Qwest prior to the date hereof,
who have been engaged by U S WEST,  no broker,  finder or  investment  banker is
entitled  to  any  brokerage,  finder's,  investment  banking  or  other  fee or

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commission in connection  with the  transactions  contemplated by this Agreement
based  upon  arrangements  made  by or on  behalf  of U S  WEST  or  any  of its
Subsidiaries.                                                                   

     SECTION 4.17 Tax  Matters.  Except as set forth on Schedule  4.17  attached
hereto   and  except  to  the  extent   that  the   failure  of  the   following
representations to be true would not have a Material Adverse Effect on U S WEST:

     (a) All Tax Returns required to be filed by U S WEST or its Subsidiaries on
or prior to the  Effective  Time  have  been or will be  timely  filed  with the
appropriate Governmental or Regulatory Authorities and are or will be correct in
all respects,  and all Taxes due by U S WEST or its  Subsidiaries on or prior to
the Effective Time have been, or will be, timely paid;                          

     (b) All  unpaid  Taxes  in  respect  of U S WEST or its  Subsidiaries  with
respect  to taxable  periods  ending on or prior to the  Effective  Time or with
respect to taxable  periods that begin before the  Effective  Time and end after
the Effective Time, to the extent such Taxes are  attributable to the portion of
such  period  ending at the  Effective  Time,  have  been or will be  adequately
reflected  as a  liability  on the books of U S WEST or its  Subsidiaries  on or
prior to the Effective Time;                                                    

     (c) There are no liens  (except for  statutory  liens for current Taxes not
yet due and payable)  against any domestic or foreign  assets of U S WEST or any
of its Subsidiaries resulting from any unpaid Taxes;                            

     (d) No audit or other proceeding with respect to Taxes due from U S WEST or
any  of  its  Subsidiaries,  or  any  Tax  Return  of U S  WEST  or  any  of its
Subsidiaries,  is pending,  threatened  in writing,  or being  conducted  by any
Governmental or Regulatory Authority; and                                       

     (e) No extension of the statute of  limitations  on the  assessment  of any
Taxes has been granted by U S WEST or any of its  Subsidiaries  and is currently
in effect.                                                                      

     SECTION 4.18 Intellectual  Property. U S WEST and its Subsidiaries have all
right,  title and  interest  in,  or a valid and  binding  license  to use,  all
Intellectual  Property that is individually or in the aggregate  material to the
conduct of the businesses of U S WEST and its Subsidiaries  taken as a whole ("U
S WEST Intellectual  Property").  Except as disclosed in Schedule 4.18, U S WEST
and its  Subsidiaries  (i) have not defaulted in any material  respect under any
license to use U S WEST Intellectual  Property,  (ii) are not the subject of any
proceeding  or  litigation  for  infringement  of any third  party  Intellectual
Property,  (iii) have no Knowledge  of  circumstances  that would be  reasonably
expected to give rise to any such  proceeding  or  litigation,  and (iv) have no
Knowledge of circumstances  that are causing or would be reasonably  expected to
cause the loss or impairment  of U S WEST  Intellectual  Property,  other than a
default, proceeding,  litigation, loss or impairment that is not having or would
not be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect on the conduct of the businesses of U S WEST and its Subsidiaries
taken as a whole.                                                               

     SECTION 4.19 Insurance.  Except as set forth on Schedule 4.19 hereto,  each
of U S WEST and each of its Significant Subsidiaries is insured with financially
responsible  insurers in such  amounts and against  such risks and losses as are
customary for companies conducting the business as conducted by U S WEST and its

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Subsidiaries during such time period. U S WEST maintains self-insurance programs
as described on Schedule 4.19.  Except as set forth on such Schedule 4.19, since
January  1,  1998,  neither U S WEST nor any of its  Subsidiaries  has  received
notice of  cancellation  or termination  with respect to any material  insurance
policy of U S WEST or its  Subsidiaries  which has not been cured. The insurance
policies of U S WEST and its Subsidiaries are valid and enforceable policies.   

     SECTION 4.20 Ownership of Securities. Except as set forth on Schedule 4.20,
as of the date hereof, neither U S WEST nor, to U S WEST's Knowledge, any of its
affiliates or associates (as such terms are defined under the Exchange Act), (a)
beneficially  owns,  directly  or  indirectly,  or is  party  to any  agreement,
arrangement or understanding  for the purpose of acquiring,  holding,  voting or
disposing  of, in each  case,  shares of  capital  stock of Qwest,  which in the
aggregate represent ten percent (10%) or more of the outstanding shares of Qwest
Common Stock  (other than shares held by U S WEST  Benefit  Plans) nor (b) is an
"Interested  Stockholder" of Qwest within the meaning of Section 203 of Delaware
Law.  Except as set forth on Schedule  4.20  hereto,  U S WEST owns no shares of
Qwest Common Stock which would constitute Disqualified Shares.                  

     SECTION 4.21 Certain  Contracts.  Except as set forth on Schedule 4.21, all
material contracts required to be described in Item 601(b)(10) of Regulation S-K
to which U S WEST or its Subsidiaries is a party or may be bound have been filed
as exhibits to, or  incorporated  by reference  in, U S WEST's  Annual Report on
Form 10-K for the year ended December 31, 1998. Schedule 4.21 lists all material
joint venture or strategic alliance agreements to which U S WEST is a party. All
contracts, licenses, consents, royalty or other agreements which are material to
U S WEST and its Subsidiaries, taken as a whole, to which U S WEST or any of its
Subsidiaries  is a party (the "U S WEST  Contracts") are valid and in full force
and effect on the date hereof except to the extent they have previously  expired
in accordance with their terms or to the extent such invalidity would not have a
Material Adverse Effect on U S WEST, and, to U S WEST's  Knowledge,  neither U S
WEST nor any of its  Subsidiaries has violated any provision of, or committed or
failed to perform  any act which with or without  notice,  lapse of time or both
would  constitute  a default  under the  provisions  of, any U S WEST  Contract,
except  for  defaults  which,  individually  and in  the  aggregate,  would  not
reasonably  be  expected  to result in a  Material  Adverse  Effect on U S WEST.
Schedule 4.21  separately  identifies  each U S WEST Contract  which  contains a
change-in-control  or similar type provision  which will be  "triggered"  and/or
require a consent as a result of the transactions contemplated hereby.          

     SECTION  4.22  Licenses.  U S WEST  and  each of its  Subsidiaries  are the
authorized  legal  holders or otherwise  has rights to all material  Permits and
licenses and operating rights necessary for the operation of their businesses as
presently  operated  (collectively,  the  "U S  WEST  Licenses").  All U S  WEST
Licenses were duly obtained and are validly issued and in full force and effect.
U S WEST is in compliance in all respects with the  Communications  Act of 1934,
as  amended,  and  the  rules,  regulations  and  policies  of the  FCC  and all
applicable  Governmental  or Regulatory  Authorities  except for such failure to
comply which would not have a Material  Adverse Effect on U S WEST. There is not
now pending and, to U S WEST's Knowledge,  there is not threatened, in each case
as of the date hereof,  any action by or before the FCC or any  Governmental  or

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Regulatory  Authority  to  revoke,  suspend,  cancel,  rescind  or modify in any
material  respect  any of the U S WEST  Licenses.  Schedule  4.22  sets  forth a
complete list of all U S WEST Licenses.                                         

     SECTION 4.23 Year 2000. U S WEST has (i) initiated a review and  assessment
of all areas  within its and each of its  existing  Subsidiaries'  business  and
operations  that could be adversely  affected by a failure of any of its Systems
to be Year 2000  Compliant,  (ii)  developed a plan and timeline for  addressing
Year 2000 compliance on a timely basis, and (iii) to date, implemented that plan
in accordance with that timetable. Subject to the qualification contained in the
U S WEST SEC  Reports,  based on the  foregoing,  to U S WEST's  Knowledge,  all
Systems  that  are  material  to its or any  of its  Subsidiaries'  business  or
operations are reasonably expected on a timely basis to be Year 2000 Compliant. 

     SECTION 4.24 Foreign Corrupt Practices and  International  Trade Sanctions.
To U S WEST's Knowledge, neither U S WEST, nor any of its Subsidiaries,  nor any
of their respective directors,  officers, agents, employees or any other Persons
acting on their behalf has, in connection with the operation of their respective
businesses,  (i) used any  corporate or other funds for unlawful  contributions,
payments, gifts or entertainment,  or made any unlawful expenditures relating to
political activity to government  officials,  candidates or members of political
parties  or  organizations,   or  established  or  maintained  any  unlawful  or
unrecorded  funds in violation of Section 104 of the Foreign  Corrupt  Practices
Act of 1977, as amended,  or any other similar  applicable  foreign,  federal or
state law, (ii) paid, accepted or received any unlawful contributions, payments,
expenditures or gifts, or (iii) violated or operated in  noncompliance  with any
export  restrictions,  anti-boycott  regulations,  embargo  regulations or other
applicable  domestic or foreign laws and  regulations  except in each case which
would not have a Material Adverse Effect on U S WEST.                           

ARTICLE 5 
Conduct Of Independent Businesses Pending The Merger

     SECTION 5.01 Transition  Planning.  A six-person committee (the "Transition
Committee"),  the members of which will be  designated  within 10 business  days
from the date hereof, shall be established promptly following the date hereof to
coordinate  the numerous  administrative  matters  necessary to  consummate  the
Merger.  If any of such persons is unable to serve on the  Transition  Committee
for any  reason,  then  Qwest  and U S WEST  shall  take  such  action as may be
required  so that  the  Transition  Committee  consists  of  three  (3)  persons
designated  by each of Qwest and U S WEST.  The  Transition  Committee  shall be
responsible  for  coordinating  all  aspects  of  administrative   planning  and
implementation  relating to the Merger and the other  transactions  contemplated
hereby.  The  affirmative  vote of four (4) members of the Transition  Committee
shall be required for such committee to take action.                            

     SECTION 5.02 Conduct of Business in the Ordinary Course.  Each of Qwest and
U S WEST  covenants  and agrees that,  between the date hereof and the Effective
Time, unless the Transition  Committee shall otherwise  consent in writing,  and
except  as  described  on  Schedule  5.02  hereto  or  as  otherwise   expressly
contemplated  hereby,  the business of such Party and its Subsidiaries  shall be
conducted  only in, and such  entities  shall not take any action except in, the
ordinary  course of business and in a manner  consistent  with past practice and
all Legal  Requirements  and  Permits;  and each of Qwest and U S WEST and their

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respective  Subsidiaries  will use  their  commercially  reasonable  efforts  to
preserve  substantially intact their business  organizations,  to keep available
the services of those of their present  officers,  employees and consultants who
are integral to the operation of their businesses as presently  conducted and to
preserve their present  relationships  with significant  customers and suppliers
and with  other  persons  with whom they have  significant  business  relations;
provided,  however, that no action by Qwest or U S WEST or its Subsidiaries with
respect to matters specifically addressed by any other provision of this Section
5.02  shall  be  deemed a breach  of this  sentence  unless  such  action  would
constitute  a  breach  of  one or  more  of  such  other  provisions.  By way of
amplification  and  not  limitation,   unless  the  Transition  Committee  shall
otherwise consent in writing, and except as set forth on Schedule 5.02 hereto or
as otherwise  expressly  contemplated by this  Agreement,  each of Qwest and U S
WEST agrees on behalf of itself and its Subsidiaries that they will not, between
the date hereof and the Effective  Time,  directly or indirectly,  do any of the
following without the prior written consent of the other:                       

     (a) (i) except for (a) the issuance of shares of Qwest Common Stock and U S
WEST Common Stock in the ordinary course of business and in a manner  consistent
with past  practice in amounts not  exceeding  the amounts set forth in Schedule
5.02 in order to satisfy  obligations  under employee benefit plans disclosed in
Schedule  3.03 or 4.03 and U S WEST Equity  Rights or Qwest Equity Rights issued
thereunder and under existing dividend  reinvestment  plans, (b) grants of stock
options with respect to Qwest Common Stock or U S WEST Common Stock to employees
as set forth on Schedule 5.02 hereto in the ordinary course of business and in a
manner consistent with past practice,  (c) issuances of equity securities as set
forth on Schedule  5.02,  (d) the issuance of  securities by a Subsidiary to any
Person which is directly or indirectly wholly-owned by Qwest or U S WEST (as the
case may be), or (e) liens granted to secure indebtedness  permitted by Schedule
5.02:  issue,  sell,  pledge,  dispose of, encumber,  authorize,  or propose the
issuance, sale, pledge, disposition,  encumbrance or authorization of any shares
of capital stock of any class, or any options, warrants,  convertible securities
or other  rights of any kind to acquire  any shares of capital  stock of, or any
other ownership  interest in, such Party or any of its Subsidiaries;  (ii) amend
or  propose  to amend the  Certificate  of  Incorporation  or  Bylaws  (or other
comparable organizational document) of such Party or any of its Subsidiaries, or
adopt,  amend or propose to amend any stockholder  rights plan or related rights
agreement;  (iii) split,  combine or reclassify any outstanding  shares of Qwest
Common Stock or U S WEST Common Stock, or declare, set aside or pay any dividend
or distribution  payable in cash,  stock,  property or otherwise with respect to
shares of Qwest  Common  Stock or U S WEST  Common  Stock,  except  pursuant  to
Section  6.17;  (iv) redeem,  purchase or otherwise  acquire or offer to redeem,
purchase or otherwise acquire any shares of its capital stock, except that Qwest
shall be permitted to acquire shares of Qwest Common Stock and U S WEST shall be
permitted to acquire shares of U S WEST Common Stock,  from time to time in open
market transactions,  consistent with past practice and in compliance with Legal
Requirements and the provisions of any applicable employee benefit plan, program
or  arrangement,  for  issuance  upon the  exercise of options and other  rights
granted, and the lapsing of restrictions, under such Party's respective employee
benefit plans, programs and arrangements and dividend reinvestment plans and, in
the case of U S WEST, under any stock repurchase programs previously  authorized
and announced or otherwise  set forth in Schedule 5.02 hereof;  (v) authorize or
propose or enter into any contract,  agreement,  commitment or arrangement  with
respect to any of the matters  prohibited by this Section 5.02(a);  or (vi) with
respect to Qwest, its Subsidiaries,  affiliates,  agents and employees, take any
action which may  reasonably  be expected to effect,  change or  manipulate  the

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Average  Price,  including  but not limited to (x)  purchases  or sales of Qwest
Common  Stock,  and  (y)  public   announcements   other  than  normal  earnings
announcements or announcements made in the ordinary course of business;         

     (b) (i) except as  permitted  by Schedule  5.02  hereto,  and  acquisitions
pursuant to 6.19 hereof,  acquire (by merger,  consolidation,  or acquisition of
stock or assets) any corporation,  partnership or other business organization or
division  thereof or make or increase any  investment  in another  entity (other
than an entity which is a  wholly-owned  Subsidiary of such Party as of the date
hereof and other  than  incorporation  of a  wholly-owned  Subsidiary)  or joint
ventures in connection with network  buildouts,  and investments in customers in
the ordinary course of business and investments permitted by Schedule 5.02; (ii)
except in the ordinary  course of business and in a manner  consistent with past
practice  or as  may  be  required  by,  or  in  accordance  with,  law  or  any
Governmental  or  Regulatory  Authority  in order to  permit or  facilitate  the
consummation of the transactions  contemplated hereby, sell, pledge, dispose of,
or encumber or authorize or propose the sale, pledge, disposition or encumbrance
of any assets of such Party or any of its Subsidiaries,  except for transactions
permitted  by Schedule  5.02 and  acquisitions  pursuant to Section 6.19 hereof;
(iii) except in the ordinary course of business and in a manner  consistent with
past practice and all Legal Requirements and Permits,  authorize or make capital
expenditures;  (iv)  except  as  permitted  by  Schedule  5.02 and  acquisitions
pursuant to Section 6.19  hereof,  enter into any other  agreement,  contract or
commitment  except (1) in the  ordinary  course of  business  of  operating  the
existing  businesses  of  Qwest  or U S WEST,  as the  case  may  be,  or (2) in
accordance  with the then current  business  plan for any of the other  existing
businesses  of Qwest or U S WEST,  as the case may be; or (v) authorize or enter
into any contract,  agreement,  commitment or arrangement with respect to any of
the matters prohibited by this Section 5.02(b);                                 

     (c) incur indebtedness (from that shown on its balance sheet as of December
31, 1998) except (i) as permitted by Schedule  5.02 hereto and (ii)  refinancing
of existing indebtedness;                                                       

     (d) enter into (i)  leveraged  derivative  contracts  (defined as contracts
that use a factor to multiply  the  underlying  index  exposure),  or (ii) other
derivative  contracts  except for the purpose of hedging known interest rate and
foreign exchange exposures or otherwise reducing such Party's cost of financing,
provided,  however,  that employee stock  ownership  plans and other pension and
deferred  compensation  plans of Qwest or U S WEST  may  enter  into  derivative
contracts as part of their ordinary course investment strategy;                 

     (e)  take  any  action  with  respect  to the  grant  of any  severance  or
termination pay, or stay, bonus, or other incentive arrangements (otherwise than
pursuant  to  Benefit  Plans and  policies  of such  Party in effect on the date
hereof or in the ordinary  course of such  Party's  business) or with respect to
any  increase  in  benefits  payable  under its  severance  or  termination  pay
policies,  or stay, bonus or other incentive  arrangements in effect on the date
hereof,  if all such  actions  taken  were to  result,  in the  payment,  or the
obligation to pay, of an amount, in any particular case, in excess of the amount
permitted by Schedule 5.02;                                                     

     (f) except,  in each case,  as listed on Schedule  5.02,  make any payments
(except  in the  ordinary  course of  business  and in  amounts  and in a manner
consistent with past practice or as otherwise  required by Legal Requirements or
the provisions of any Qwest Benefit Plan or                                     

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U S WEST Benefit Plan, as the case may be) under any Qwest Benefit Plan or any U
S WEST  Benefit  Plan,  as the case may be, to any  director  or officer  of, or
independent  contractor or consultant to, such Party or any of its Subsidiaries,
adopt or otherwise  materially  amend  (except for  amendments  required or made
advisable  by Legal  Requirements)  any Qwest  Benefit  Plan or U S WEST Benefit
Plan,  as the case may be  (other  than any such  adoption  or  amendment  which
affects retirees generally as a group), or enter into or amend any employment or
consulting  agreement  of the type  which  would  be  required  to be  disclosed
hereunder  pursuant to Section 3.11 hereof with respect to Qwest or Section 4.11
hereof with respect to U S WEST,  or grant or establish any new awards under any
such  existing  Qwest  Benefit Plan or U S WEST  Benefit Plan or agreement  with
respect to officers or directors  (except in the ordinary course of business and
in amounts and in a manner consistent with past practice);                      

     (g) file any material  amended Tax Returns,  settle any material Tax audits
or  other   proceedings,   other  than  in  connection  with  currently  pending
proceedings or subsequent related proceedings, or change in any material respect
(i)  its  method  of tax  accounting  or tax  practice  or (ii)  its  accounting
policies, methods or procedures, except as required by GAAP;                    

     (h) take any action  which  could  reasonably  be  expected  to  materially
adversely  affect or delay  the  ability  of any of the  Parties  to obtain  any
approval of any Governmental or Regulatory  Authority required to consummate the
transactions contemplated hereby;                                               

     (i) take any action that would prevent or impede the Merger from qualifying
for U.S. federal income tax purposes as a  reorganization  within the meaning of
Section 368(a) of the Code;                                                     

     (j) other than  pursuant  to this  Agreement,  take any action to cause the
shares  of their  respective  Common  Stock to cease to be  quoted on any of the
stock exchanges on which such shares are now quoted;                            

     (k) (i) issue SARs, new performance  shares,  restricted  stock, or similar
equity based  rights,  except as set forth in Section  5.02(a) and except in the
ordinary course of business and in a manner consistent with past practice and as
set forth on Schedule 5.02;  (ii)  materially  modify any actuarial cost method,
assumption or practice used in determining benefit  obligations,  annual expense
and funding for any Benefit Plan,  except to the extent required by GAAP;  (iii)
materially  modify the  investment  philosophy  of the  Benefit  Plan  trusts or
maintain  an asset  allocation  which is not  consistent  with such  philosophy,
subject to any ERISA fiduciary  obligation;  (iv) subject to any ERISA fiduciary
obligation, enter into any outsourcing agreement, or any other material contract
relating to the Benefit Plans or management of the Benefit Plan trusts, provided
that U S WEST and Qwest may enter into any such contracts that may be terminated
within two years; (v) offer any new or extend any existing retirement incentive,
"window" or similar  benefit  program;  (vi) grant any ad hoc pension  increase;
(vii) establish any new or fund any existing "rabbi" or similar trust (except in
accordance  with the  current  terms of such  trust),  or enter  into any  other
arrangement  for the  purpose of  securing  non-qualified  benefits  or deferred
compensation;  (viii) adopt or implement any corporate owned life insurance;  or
(ix) adopt, implement or maintain any "split dollar" life insurance program;    

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     (l) except as provided in  Schedule  5.02,  agree to enter into any merger,
reorganization,  share  exchange,  business  combination or similar  transaction
pursuant to which the  stockholders  of U S WEST or Qwest,  as applicable,  will
receive any  consideration  (whether  payable in cash,  securities,  property or
other  consideration)  in exchange for their shares of Qwest Common Stock or U S
WEST Common Stock, as applicable; or                                            

     (m)  authorize  or  enter  into  any  contract,  agreement,  commitment  or
arrangement with respect to any of the matters prohibited by this Section       
5.02(b).                                                                        

Qwest and U S WEST agree that any written  approval  obtained under this Section
5.02 may be relied upon by a Party if signed by a member of the Transition      
Committee appointed by the other Party.                                         

     SECTION 5.03 No Solicitation. (a) From and after the date hereof, Qwest and
U S WEST shall not, nor shall they permit any of their  respective  Subsidiaries
to,  nor shall  they  authorize  or  permit  any of their  respective  officers,
directors or employees to, and shall use their  commercially  reasonable efforts
to cause any investment  banker,  financial  advisor,  attorney,  accountants or
other representatives  retained by them or any of their respective  Subsidiaries
not to, directly or indirectly through another person, (i) solicit,  initiate or
encourage  (including by way of furnishing  information),  or knowingly take any
other action designed to facilitate, any Alternative Transaction (as hereinafter
defined),  or (ii)  participate  in any  discussions  regarding any  Alternative
Transaction; provided, however, that if, at any time prior to the time the Qwest
Stockholders'  Approval or the U S WEST Stockholders'  Approval is obtained, the
Board of Directors of Qwest or U S WEST, as the case may be,  determines in good
faith,  that to provide such information or to participate in such  negotiations
or discussions is reasonably  likely to result in a Qwest Superior Proposal or a
U S WEST  Superior  Proposal (as such terms are defined in Section 6.02 hereof),
as the case  may be,  that was not  initially  solicited  by it and that did not
otherwise  result  from a breach of this  Section  5.03,  U S WEST or Qwest,  as
applicable, may, subject to the Party receiving the Qwest Superior Proposal or U
S WEST  Superior  Proposal,  as the case may be,  giving the other Party written
notice of its intention to do so, after  obtaining a  confidentiality  agreement
substantially  similar  to the  Confidentiality  Agreement  dated  July 8,  1999
between the Parties,  (x) furnish information with respect to Qwest or U S WEST,
as the case may be, and (y) engage in discussion and negotiations regarding such
proposal.  Each of Qwest and U S WEST  shall  promptly  notify  the other  Party
orally and in writing of any  request  for  information  or of any  proposal  in
connection with an Alternative Transaction, the material terms and conditions of
such request or proposal  and the identity of the person  making such request or
proposal.  Each of Qwest  and U S WEST  will  keep the  other  Party  reasonably
informed of the status  (including  amendments or proposed  amendments)  of such
request  or  proposal  on a  current  basis.  Each of Qwest  and U S WEST  shall
immediately   cease  and  terminate  any  existing   solicitation,   initiation,
encouragement  activity,  discussion or negotiation  with any persons  conducted
heretofore by them or their representatives with respect to the foregoing.      

     (b) Each of Qwest and U S WEST (i) agrees not to  release  any Third  Party
(as defined in Section  5.03(c))  from,  or waive any  provision  of, or fail to
enforce,  any standstill  agreement or similar  agreement to which it is a party
related to, or which could affect,  an Alternative  Transaction  and agrees that

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either Party shall be entitled to enforce the other Party's  rights and remedies
under and in connection with such agreements  (provided Qwest shall have no such
right with respect to the Global Merger  Agreement) and (ii)  acknowledges  that
the  provisions  of  clause  (i)  are an  important  and  integral  part of this
Agreement.  Nothing  contained  in this  Section  5.03 or in Section  6.02 shall
prohibit  either  Party (i) from taking and  disclosing  to its  stockholders  a
position  contemplated  by Rule  14d-9 or Rule 14e- 2(a)  promulgated  under the
Exchange Act, or (ii) from making any disclosure to its  stockholders if, in the
good faith  judgment of the Board of Directors of such Party,  after  receipt of
advice from outside  counsel,  failure to disclose  would result in a reasonable
likelihood  that such Board of Directors would breach its duties to such Party's
stockholders under applicable law.                                              

     (c) For  purposes  of this  Agreement,  "Alternative  Transaction"  means a
proposal or intended  proposal,  regarding any of (i) a transaction or series of
transactions  pursuant  to which any person (or group of  persons)  other than a
Party and its Subsidiaries (a "Third Party XE "Third Party" ") acquires or would
acquire, directly or indirectly,  beneficial ownership (as defined in Rule 13d-3
under the Exchange  Act) of more than twenty  percent  (20%) of the  outstanding
shares of Qwest or U S WEST, as the case may be, whether from Qwest of U S WEST,
as the  case  may be,  or  pursuant  to a  tender  offer  or  exchange  offer or
otherwise,  (ii)  any  acquisition  or  proposed  acquisition  of,  or  business
combination  with U S WEST or any of its Significant  Subsidiaries,  or Qwest or
any of its  Significant  Subsidiaries,  as  applicable,  by a  merger  or  other
business combination (including any so-called  "merger-of-equals" and whether or
not U S WEST  or any of its  Significant  Subsidiaries  or  Qwest  or any of its
Significant  Subsidiaries,  as the case may be, is the entity surviving any such
merger or  business  combination),  or (iii) any other  transaction  pursuant to
which any Third Party acquires or would acquire, directly or indirectly, control
of assets  (including  for this purpose the  outstanding  equity  securities  of
Subsidiaries of U S WEST or Qwest, as the case may be, and any entity  surviving
the merger or business combination  including any of them) of U S WEST or any of
its  Subsidiaries or Qwest or any of its  Subsidiaries,  as the case may be, for
consideration  equal to twenty percent (20%) or more of the fair market value of
all of the  outstanding  shares of U S WEST Common Stock or twenty percent (20%)
or more of the fair  market  value  of all of the  outstanding  shares  of Qwest
Common Stock, as the case may be, on the date of this Agreement.                

     SECTION 5.04 Subsequent Financial Statements.  Prior to the Effective Time,
each of Qwest and U S WEST will timely file with the SEC,  each Annual Report on
Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form 8-K required
to be filed by such Party under the Exchange  Act and the rules and  regulations
promulgated  thereunder  and will  promptly  deliver to the other copies of each
such  report  filed with the SEC.  As of their  respective  dates,  none of such
reports shall contain any untrue statement of a material fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The respective  audited financial  statements and unaudited interim
financial statements of each of Qwest and U S WEST, as the case may be, included
in such reports will fairly present the financial position of such Party and its
Subsidiaries  as at the dates  thereof and the results of their  operations  and
cash flows for the  periods  then  ended in  accordance  with GAAP  applied on a
consistent  basis  and,  subject,  in the case of  unaudited  interim  financial
statements,  to normal year-end adjustments and any other adjustments  described
therein.                                                                        

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     SECTION 5.05 Control of  Operations.  Nothing  contained in this  Agreement
shall  give U S WEST,  directly  or  indirectly,  the right to control or direct
Qwest's  operations  prior to the  Effective  Time.  Nothing  contained  in this
Agreement  shall give  Qwest,  directly or  indirectly,  the right to control or
direct U S WEST's operations prior to the Effective Time. Prior to the Effective
Time, each of U S WEST and Qwest shall  exercise,  consistent with the terms and
conditions  of this  Agreement,  complete  control  and  supervision  over their
respective operations.                                                          

 ARTICLE 6
 Additional Agreements

     SECTION 6.01 Joint Proxy Statement and the Registration  Statement.  (a) As
promptly as  practicable  after the  execution  and delivery of this  Agreement,
Qwest and U S WEST will prepare and file with the SEC the Joint Proxy  Statement
and Registration  Statement,  or an amendment thereto,  and Qwest U S WEST shall
use all reasonable  efforts to have the Joint Proxy  Statement and  Registration
Statement  declared  effective by the SEC under the Securities Act, and promptly
thereafter  shall  mail to the  holders  of record of shares of U S WEST  Common
Stock and Qwest Common Stock, the Joint Proxy Statement; provided, however, that
Qwest and U S WEST shall not mail or otherwise furnish the Joint Proxy Statement
to their respective stockholders unless and until:                              

        (i) they  have  received  notice  from  the SEC  that  the  Registration
Statement is effective under the Securities Act;                                

        (ii) Qwest shall have received a letter of its independent  accountants,
dated a date within two (2) business days prior to the date of the first mailing
of the Joint Proxy  Statement,  and  addressed to Qwest,  in form and  substance
reasonably  satisfactory to Qwest and customary in scope and substance for "cold
comfort" letters delivered by independent  public accountants in connection with
registration  statements on Form S-4 with respect to the financial statements of
U S WEST included in the Joint Proxy Statement and the  Registration  Statement;
and                                                                             

        (iii)  U S  WEST  shall  have  received  a  letter  of  its  independent
accountants,  dated a date within two (2) business days prior to the date of the
first mailing of the Joint Proxy  Statement,  and addressed to U S WEST, in form
and  substance  reasonably  satisfactory  to U S WEST and customary in scope and
substance for "cold comfort" letters delivered by independent public accountants
in  connection  with  registration  statements  on Form S-4 with  respect to the
financial  statements  of Qwest  included in the Joint Proxy  Statement  and the
Registration Statement.                                                         

(b) The Parties will cooperate in the  preparation of the Joint Proxy  Statement
and the Registration Statement and in having the Registration Statement         
declared effective as soon as practicable.                                      

     SECTION 6.02 Qwest and U S WEST Stockholders'  Meetings and Consummation of
the Merger.  (a) As promptly as practicable after the Registration  Statement is
declared  effective  under the Securities  Act, Qwest shall duly give notice of,
convene  and  hold a  meeting  of its  stockholders  (the  "Qwest  Stockholders'

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Meeting") in  accordance  with  Delaware  Law for the purposes of obtaining  the
approval of Qwest stockholders  required to approve this Agreement and the other
transactions  contemplated hereby (the "Qwest Stockholder  Approval") and shall,
subject  to the  provisions  of Section  6.02(b)  hereof,  through  its Board of
Directors,  recommend  to its  stockholders  the  approval  and adoption of this
Agreement  and the  other  transactions  contemplated  hereby  and shall use its
commercially reasonable efforts to obtain the Qwest Stockholder Approval.       

     (b) Neither the Board of Directors of Qwest nor any committee thereof shall
(i) except as expressly permitted by this Section 6.02(b),  withdraw, qualify or
modify, or propose publicly to withdraw,  qualify or modify, in a manner adverse
to U S WEST, the approval or  recommendation  of such Board of Directors or such
committee  of this  Agreement,  the  Merger  and the  transactions  contemplated
hereby, (ii) approve or recommend,  or propose publicly to approve or recommend,
any  Alternative  Transaction,  or (iii) cause Qwest to enter into any letter of
intent, agreement in principle, acquisition agreement or other similar agreement
(each, a "Qwest Acquisition Agreement") related to any Alternative  Transaction.
Notwithstanding  the  foregoing,  in the event  that prior to the time the Qwest
Stockholder  Approval is obtained,  Qwest receives a Qwest Superior Proposal (as
defined  below),  the Board of  Directors  of Qwest may (subject to this and the
following  sentences) inform Qwest  stockholders that it no longer believes that
the  transactions  contemplated  by this  Agreement  are advisable and no longer
recommends  approval of this Agreement and the transactions  contemplated hereby
(a "Qwest Subsequent Determination"), but only at a time that is after the fifth
business day following U S WEST's  receipt of written  notice  advising U S WEST
that the Board of  Directors  of Qwest has  received a Qwest  Superior  Proposal
specifying the material  terms and  conditions of such Qwest  Superior  Proposal
(and  including  a copy  thereof  with  all  accompanying  documentation,  if in
writing), identifying the person making such Qwest Superior Proposal and stating
that it intends to make a Qwest Subsequent  Determination.  After providing such
notice,  Qwest shall provide a reasonable  opportunity  to U S WEST to make such
adjustments  in the terms and conditions of this Agreement as would enable Qwest
to  proceed  with  its  recommendation  to  its  stockholders  without  a  Qwest
Subsequent Determination;  provided,  however, that any such adjustment shall be
at the discretion of the Parties at the time. For purposes of this Agreement,  a
"Qwest Superior  Proposal"  means any proposal (on its most recently  amended or
modified  terms,  if amended or modified) made by a Third Party to enter into an
Alternative  Transaction which the Board of Directors of Qwest determines in its
good faith  judgment  (based on, among other  things,  the advice of a financial
advisor of nationally  recognized  reputation)  to be more  favorable to Qwest's
stockholders  than the  transactions  contemplated by this Agreement taking into
account all relevant factors (including  whether,  in the good faith judgment of
the Board of  Directors  of Qwest,  after  obtaining  the advice of a  financial
advisor of nationally recognized reputation,  the Third Party is reasonably able
to finance the transaction,  and any proposed changes to this Agreement that may
be  proposed by U S WEST in response  to such  Alternative  Transaction).  Qwest
shall  submit this  Agreement  to its  stockholders  at the Qwest  Stockholders'
Meeting  even if the  Board  of  Directors  of  Qwest  shall  have  made a Qwest
Subsequent Determination.                                                       

     (c) As promptly as practicable after the Registration Statement is declared
effective  under the Securities Act, U S WEST shall duly give notice of, convene
and hold a meeting of its stockholders (the "U S WEST Stockholders' Meeting") in
accordance  with Delaware Law, for the purposes of obtaining the approval of U S

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WEST  Stockholders  required  to approve  this  Agreement  and the  transactions
contemplated hereby (the "U S WEST Stockholder  Approval") and shall, subject to
the  provisions  of Section  6.02(d)  hereof,  through  its Board of  Directors,
recommend to its stockholders  the approval and adoption of this Agreement,  the
Merger  and  the  other  transactions  contemplated  hereby  and  shall  use its
commercially reasonable efforts to obtain the U S WEST Stockholder Approval.    

     (d) Neither the Board of  Directors of U S WEST nor any  committee  thereof
shall (i) except as  expressly  permitted  by this  Section  6.02(d),  withdraw,
qualify or modify,  or propose  publicly to  withdraw,  qualify or modify,  in a
manner  adverse  to Qwest,  the  approval  or  recommendation  of such  Board of
Directors or such committee of this Agreement and the transactions  contemplated
hereby, (ii) approve or recommend,  or propose publicly to approve or recommend,
any Alternative Transaction, or (iii) cause U S WEST to enter into any letter of
intent, agreement in principle, acquisition agreement or other similar agreement
(each,  a  "U  S  WEST  Acquisition   Agreement")  related  to  any  Alternative
Transaction.  Notwithstanding the foregoing, in the event that prior to the time
U S WEST Stockholder Approval is obtained, U S WEST receives a U S WEST Superior
Proposal (as defined below),  the Board of Directors of U S WEST may (subject to
this and the following sentences) inform U S WEST stockholders that it no longer
believes that the transactions  contemplated by this Agreement are advisable and
no  longer   recommends   approval  of  this  Agreement  and  the   transactions
contemplated hereby (a "U S WEST Subsequent Determination"),  but only at a time
that is after the fifth business day following Qwest's receipt of written notice
advising  Qwest that the Board of  Directors of U S WEST has received a U S WEST
Superior Proposal  specifying the material terms and conditions of such U S WEST
Superior   Proposal  (and  including  a  copy  thereof  with  all   accompanying
documentation,  if in  writing),  identifying  the person  making  such U S WEST
Superior  Proposal  and  stating  that it intends to make a U S WEST  Subsequent
Determination.  After providing such notice, U S WEST shall provide a reasonable
opportunity  to Qwest to make such  adjustments  in the terms and  conditions of
this  Agreement as would enable U S WEST to proceed with its  recommendation  to
its stockholders without a U S WEST Subsequent Determination; provided, however,
that any such adjustment  shall be at the discretion of the Parties at the time.
For  purposes  of this  Agreement,  a "U S WEST  Superior  Proposal"  means  any
proposal  (on its most  recently  amended  or  modified  terms,  if  amended  or
modified) made by a Third Party to enter into an Alternative  Transaction  which
the Board of Directors of U S WEST  determines in its good faith judgment (based
on,  among  other  things,  the  advice of a  financial  advisor  of  nationally
recognized  reputation) to be more favorable to U S WEST's stockholders than the
transactions  contemplated  by this  Agreement  taking into account all relevant
factors (including whether, in the good faith judgment of the Board of Directors
of U S WEST,  after  obtaining  the advice of a financial  advisor of nationally
recognized  reputation,  the  Third  Party is  reasonably  able to  finance  the
transaction,  and any proposed changes to this Agreement that may be proposed by
Qwest in response to such Alternative  Transaction).  U S WEST shall submit this
Agreement to its stockholders at the U S WEST Stockholders'  Meeting even if the
Board  of  Directors  of  U S  WEST  shall  have  made  a U  S  WEST  Subsequent
Determination.                                                                  

     SECTION 6.03 Additional  Agreements.  (a) Upon the terms and subject to the
conditions  hereof and as soon as practicable  after the conditions set forth in
Article 7 hereof  have been  fulfilled  or  waived,  each of the  Parties  shall
execute in the manner  required by Delaware Law and deliver to and file with the

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Secretary of State of the State of Delaware such  instruments  and agreements as
may be required by Delaware  Law, and the Parties  shall take all such other and
further actions as may be required by law, to make the Merger  effective.  Prior
to the filings  referred to in this Section  6.03(a),  a closing (the "Closing")
will be held at the  offices  of  Cadwalader,  Wickersham  & Taft (or such other
place as the Parties may agree) for the purpose of confirming all the foregoing.
The  Closing  will  take  place  upon the  fulfillment  or  waiver of all of the
conditions  to  closing  set forth in  Article 7 of this  Agreement,  or as soon
thereafter as practicable  (the date of the Closing being herein  referred to as
the "Closing Date").                                                            

     (b) Each of the Parties will comply in all material respects with all Legal
Requirements in connection with its execution,  delivery and performance of this
Agreement and the transactions  contemplated  hereby. Each of Qwest and U S WEST
shall promptly prepare and file a Premerger  Notification in accordance with the
HSR Act, shall promptly comply with any requests for additional information, and
shall use its  commercially  reasonable  efforts  to obtain  termination  of the
waiting period thereunder as promptly as practicable.                           

(c) Each of U S WEST and Qwest shall:                                 

     (i) take or cause  to be taken  and to do or cause to be done  prior to the
Effective Time all things  necessary,  proper or advisable to ensure  compliance
with the Telecom Act and all other Legal Requirements or Permits,  and to obtain
in a timely manner all necessary Permits or waivers from,  approvals or consents
of, or  declarations,  registrations  or filings with,  and all  expirations  of
waiting periods imposed by, any  Governmental or Regulatory  Authority which are
necessary for the consummation of the transactions  contemplated  hereby,  other
than such of the  foregoing  the failure of which to obtain would not prevent or
materially  delay the consummation of the  transactions  contemplated  hereby or
have a Material  Adverse Effect on U S WEST or Qwest (the  "Required  Regulatory
Approvals"), including, without limitation:                                     

     (1)  the  amendment  of  this  Agreement  as may be  necessary,  proper  or
advisable in order to ensure compliance with the Telecom Act and all other Legal
Requirements or Permits;                                                        

     (2) the  divestiture,  sale or termination  of any services,  activities or
interests in order to comply with  restrictions  contained in the Telecom Act or
in any other Legal Requirements or Permits including,  without limitation, those
restrictions  relating  to  long  distance  service,  electronic  publishing  or
manufacturing;                                                                  

     (3) the  divestiture,  sale or  restructuring of any joint ventures with or
ownership  interests  in Third  Parties  or the  termination  of any  commercial
relationships  with Third Parties to comply with  restrictions  contained in the
Telecom Act or in any other Legal  Requirements  or Permits  including,  without
limitation, those restrictions relating to long distance,  electronic publishing
or manufacturing;                                                               

     (4) in  determining  which actions need to be taken pursuant to subsections
(2) and (3) above,  the Parties  shall give  priority to obtaining  the Required
Regulatory  Approvals on an expedited  basis,  and shall  refrain from taking or
adopting  positions  that  are  likely  to  result  in  substantial   additional
regulatory   proceedings  or  otherwise  delay  the  granting  of  the  Required
Regulatory Approvals; and                                                       

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     (ii) take or cause to be taken  and to do or cause to be done  prior to the
Effective Time all things necessary,  proper or advisable to consummate and make
effective  as promptly as  practicable  the  transactions  contemplated  by this
Agreement.                                                                      

     Nothing  contained in this Section  6.02(c) shall require U S WEST or Qwest
to consent to: (1) any  restriction,  limitation,  or obligation with respect to
the  businesses of U S WEST or Qwest or any sale or disposition of any assets of
U S WEST or Qwest  which is  reasonably  expected  to  result  in,  directly  or
indirectly, a reduction in aggregate proportional revenues of U S WEST and Qwest
on a pro forma,  combined  basis for the last four fiscal  quarters prior to the
Closing Date (the "Maximum  Revenue  Reduction  Amount") in excess of the amount
set  forth  on the  letter  of  understanding  dated  July  18,  1999 or (2) the
occurrence of any additional  capital  investment (which has an IRR of less than
ten percent (10%) as determined in the sole  discretion of U S WEST) as a result
of, or in order to, obtain any Required  Regulatory  Approval (the  "Incremental
Capital  Investment  Amount") in excess of the amount set forth in the letter of
understanding dated July 18, 1999.                                              

     SECTION 6.04  Notification of Certain  Matters.  Each of Qwest and U S WEST
shall give prompt notice to the other of the following:                         

     (a) the  occurrence  or  nonoccurrence  of any event  whose  occurrence  or
nonoccurrence would be likely to cause either (i) any representation or warranty
contained  in this  Agreement  to be untrue,  inaccurate  or  incomplete  in any
material  respect at any time from the date  hereof to the  Effective  Time,  in
which case such Party shall  promptly  update and deliver to the other Party any
Schedules hereto which require an update to remain true,  accurate and complete,
or (ii) directly or indirectly, any Material Adverse Effect on such Party;      

     (b) any material failure of such Party, or any officer, director,  employee
or agent of any thereof,  to comply with or satisfy any  covenant,  condition or
agreement to be complied with or satisfied by it hereunder;                     

     (c) any facts  relating  to such Party  which  would make it  necessary  or
advisable to amend the Joint Proxy  Statement or the  Registration  Statement in
order to make the statements therein not misleading or to comply with applicable
law; provided, however, that the delivery of any notice pursuant to this Section
6.04 shall not limit or otherwise affect the remedies available hereunder to the
Party receiving such notice; and                                                

     (d) its  becoming  aware of any  facts,  event or other  information  which
reveals or indicates that the  consummation of the Merger would or may result in
any illegality,  forfeiture or loss on the part of either U S WEST or any of its
Subsidiaries, or Qwest or any of its Subsidiaries.                              

     SECTION  6.05  Access  to  Information.  (a) From the  date  hereof  to the
Effective Time, each of Qwest and U S WEST shall, and shall cause its respective
Subsidiaries,  and its  and  their  officers,  directors,  employees,  auditors,
counsel  and agents to afford the  officers,  employees,  auditors,  counsel and
agents of the other Party  reasonable  access during  regular  business hours to
such  Party's and its  Subsidiaries'  officers,  employees,  auditors,  counsel,
agents, properties,  offices and other facilities and to all of their respective

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books and records, and shall furnish the other with all financial, operating and
other data and information as such other Party may reasonably request.          

     (b) Each of Qwest and U S WEST  agrees  that all  non-public,  confidential
information so received from the other Party shall be deemed  received  pursuant
to the confidentiality  agreement, dated as of July 8, 1999, between Qwest and U
S WEST (the  "Confidentiality  Agreement") and such Party shall, and shall cause
its  Subsidiaries  and each of its and  their  respective  officers,  directors,
employees,  financial advisors, attorneys,  accountants,  consultants and agents
("Party  Representatives") to, comply with the provisions of the Confidentiality
Agreement  with  respect  to  such  information,   and  the  provisions  of  the
Confidentiality  Agreement are hereby  incorporated herein by reference with the
same effect as if fully set forth herein.                                       

     SECTION 6.06 Public Announcements. Qwest and U S WEST shall develop a joint
communications plan and each Party shall use all commercially reasonable efforts
to ensure that all press  releases and other public  statements  with respect to
the  transactions  contemplated  hereby  shall be  consistent  with  such  joint
communications  plan  or,  to the  extent  inconsistent  therewith,  shall  have
received the prior written approval of the other Parties.                       

     SECTION 6.07 Cooperation.  (a) Upon the terms and subject to the conditions
hereof,  each of the Parties  agrees to cooperate with each other (i) to take or
cause  to be  taken  all  actions  and to do or  cause  to be  done  all  things
necessary,  proper or advisable to consummate the  transactions  contemplated by
this Agreement and (ii) to obtain all necessary waivers,  consents and approvals
from  any  Governmental  or  Regulatory  Authority  or other  Person,  including
Required  Regulatory  Approvals and (iii) to effect all necessary  filings under
the  Securities  Act,  the  Exchange  Act and the  HSR  Act or any  other  Legal
Requirements  or Permits.  The Parties  shall (i)  cooperate  in  responding  to
inquiries  from,  and  making   presentations  to,  Governmental  or  Regulatory
Authorities;  (ii)  promptly  inform  the other  Party of any  material  oral or
written communication received by such Party from, or given by such party to any
Governmental or Regulatory Authority and of any material  communication received
or given in  connection  with any  proceeding by a private  Party,  in each case
regarding any of the transactions  contemplated  hereby;  and (iii) consult with
each other in advance of any meeting or conference with, or of making any filing
or other written  submission to, any such  Governmental or Regulatory  Authority
or, in connection with any proceeding by a private party, with any other Person,
and  to the  extent  permitted  by the  applicable  Governmental  or  Regulatory
Authority or other Person,  give the other Party the  opportunity  to attend and
participate in such meetings and conferences,  or to review and approve any such
filing or other written submission, in each case regarding the Merger.          

     (b) Each of U S WEST and Qwest shall cooperate with each other to eliminate
or reduce to the extent possible any illegality, forfeiture or loss of which one
may have notified the other  pursuant to Section  6.04(d) in order to permit the
consummation of the Merger.                                                     

     SECTION 6.08  Indemnification,  Directors' and Officers'  Insurance.  For a
period of six (6) years after the Effective Time, (a) the Surviving  Corporation
shall maintain in effect the current  provisions  regarding  indemnification  of
officers and directors contained in the charter and bylaws of U S WEST and Qwest

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and  each of  their  respective  Subsidiaries  and any  directors,  officers  or
employees indemnification  agreements of U S WEST and Qwest and their respective
Subsidiaries, (b) the Surviving Corporation shall maintain in effect the current
policies of directors' and officers' liability insurance and fiduciary liability
insurance  maintained by U S WEST and Qwest,  respectively  (provided that Qwest
may  substitute  therefor  policies  of at least the same  coverage  and amounts
containing  terms  and  conditions   which  are,  in  the  aggregate,   no  less
advantageous  to the insured in any  material  respect)  with  respect to claims
arising from facts or events which occurred on or before the Effective Time, and
(c) the Surviving  Corporation shall indemnify the directors and officers of U S
WEST and Qwest, respectively,  to the fullest extent to which U S WEST and Qwest
are permitted to indemnify  such officers and directors  under their  respective
charters and bylaws and applicable law.                                         

     SECTION 6.09 Employee Benefit Plans. Except as otherwise provided herein or
set forth on  Schedule  5.02,  Qwest and U S WEST agree that,  unless  otherwise
mutually agreed, the Surviving Corporation (and its Subsidiaries) may, but shall
have no obligation to, maintain the U S WEST Benefit Plans and the Qwest Benefit
Plans as  separate  plans after the  Effective  Time with  respect to  employees
covered by such plans immediately prior to the Effective Time. The Parties Agree
that the  benefits  provided  pursuant  to U S WEST's  severance  and  retention
programs and  agreements,  as  specifically  set forth in Schedule 5.02, will be
provided in accordance with the terms of those programs and agreements.         

     SECTION 6.10 Commercially  Reasonable  Efforts.  Each of Qwest and U S WEST
shall use its commercially reasonable efforts to obtain the opinions referred to
in Sections 7.02(d), 7.03(d) and 7.03(e).                                       

     SECTION 6.11 NASDAQ Listing.  Qwest shall use its  commercially  reasonable
efforts to cause,  prior to the Effective Time, the shares of Qwest Common Stock
to be issued in the  Merger and the  shares of Qwest  Common  Stock to be issued
upon the  exercise of the U S WEST Rights to be approved  for listing on NASDAQ,
effective upon official notice of issuance.                                     

     SECTION 6.12 Management.  (a) The Chief Executive Officer of Qwest shall be
appointed the initial Chief Executive  Officer of the Surviving  Corporation and
the Chief Executive Officer of U S WEST shall be appointed the initial President
of the Broadband Local and Wireless Division of the Surviving  Corporation.  The
Chief Executive  Officer of Qwest,  the Chief Executive  Officer of U S WEST and
Philip F. Anschutz shall serve as initial Chairmen of the Board of Directors and
as members of the Office of the Chairman of the Surviving Corporation.          

     (b) The executive positions of the Surviving Corporation listed on Schedule
6.12(b) will be appointed jointly by the Chief Executive Officer of Qwest, Chief
Executive Officer of U S WEST and Philip F.                                     
Anschutz.                                                                       

     (c) The  headquarters of the Surviving  Corporation will be 1801 California
Street, Denver, Colorado.                                                       

     SECTION 6.13 No Shelf Registration. Qwest shall not be required to amend or
maintain the  effectiveness  of the  Registration  Statement  for the purpose of
permitting resale of                                                            

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the shares of Qwest received pursuant hereto by the Persons who may be deemed to
be  "affiliates" of Qwest or U S WEST within the meaning of Rule 145 promulgated
under the  Securities  Act.  The  shares of Qwest  Common  Stock  issuable  upon
exercise of options pursuant to Section 2.02(b) hereof shall be registered under
the  Securities  Act and such  registration  shall be  effective  at the time of
issuance.                                                                       

     SECTION 6.14  Affiliates.  U S WEST (i) has  disclosed to Qwest on Schedule
6.14 hereof all persons who are, or may be, as of the date hereof its Affiliates
for  purposes  of Rule 145  under the  Securities  Act,  and (ii)  shall use all
commercially  reasonable  efforts to cause each person who is  identified as its
"affiliate" on Schedule 6.14 to deliver to Qwest as promptly as practicable  but
in no event later than the Closing Date, a signed agreement substantially in the
form  previously  agreed to by Qwest and U S WEST.  U S WEST shall  notify Qwest
from  time to  time of any  other  persons  who  then  are,  or may be,  such an
"affiliate" and use all commercially reasonable efforts to cause each additional
person who is identified as an "affiliate" to execute a signed  agreement as set
forth in this Section 6.14.                                                     

     SECTION  6.15  Blue Sky.  Qwest  and U S WEST  will use their  commercially
reasonable  efforts to obtain prior to the Effective  Time all  necessary  state
securities  or  "blue  sky"  Permits  and  approvals   required  to  permit  the
distribution of the shares of Qwest Common Stock to be issued in accordance with
the provisions of this Agreement.                                               

     SECTION  6.16  Tax-Free  Reorganization.  Each of the Parties  will use its
commercially  reasonable  efforts,  and each agrees to cooperate  with the other
Parties  and  provide  one  another  with such  documentation,  information  and
materials,  as may be reasonably  necessary,  proper or advisable,  to cause the
Merger to qualify  for U.S.  federal  income tax  purposes  as a  reorganization
within the meaning of Section 368(a) of the Code.                               

     SECTION 6.17 Interim Dividend Policy. Except as set forth on Schedule 6.17,
Qwest shall not,  without the prior written  consent of U S WEST,  declare,  set
aside or pay any dividend or distribution  payable in cash,  stock,  property or
otherwise (a "Dividend")  with respect to shares of Qwest Common Stock. U S WEST
shall be permitted,  without the prior written  consent of Qwest, to declare and
pay  Dividends  with  respect to shares of U S WEST Common Stock in the ordinary
course of business and in a manner  consistent  with past practice not in excess
of the amounts set forth on Schedule 6.17.                                      

     SECTION  6.18  Dividend  Policy.   Following  the  Closing,  the  Surviving
Corporation shall declare and pay initially  quarterly dividends with respect to
its common stock of $0.0125 per share.                                          

     SECTION  6.19  Permitted  Acquisitions.  During the period from the date of
this Agreement  through the Closing Date,  each of Qwest and U S WEST may engage
in  acquisition  transactions  taking  the  form of a stock  acquisition,  asset
acquisition,  merger or similar  type or form of  transaction  ("Acquisitions");
provided, however, that such transactions comply with this Section 6.19. Each of
Qwest and U S WEST may  engage in  Acquisitions  provided  that the value of the
aggregate  consideration  payable by such Party in such  Acquisitions  shall not
exceed  $1,000,000,000  (including  assumptions of debt).  Any  Acquisitions  in

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excess of such  amount  shall  require  the prior  written  consent of the other
party.  Additionally,  U S WEST may engage in like kind asset swaps of telephone
exchanges of equivalent value.                                                  

     SECTION  6.20 Equal  Management.  Subject to the Board of  Directors of the
Surviving Corporation or its affiliates,  each of U S WEST and Qwest agree for a
period of one (1) year  following the  Effective  Time that the twenty (20) most
senior   policy-making   executives  of  the  Surviving   Corporation  shall  be
substantially  equally  represented  by officers of U S WEST and Qwest,  and U S
WEST and  Qwest  shall be  proportionally  represented  at each  level of senior
management.                                                                     

 ARTICLE 7
Conditions To The Merger

     SECTION 7.01  Conditions to Obligations of Each Party to Effect the Merger.
The  respective  obligations of each Party to effect the Merger shall be subject
to the following conditions:                                                    

     (a)  Stockholder  Approval.  The Merger and this Agreement  shall have been
approved and adopted by the requisite vote of the  stockholders  of U S WEST and
this  Agreement,  the Merger and the issuance of Qwest Common Stock  pursuant to
the Merger shall have been approved by the requisite vote of the stockholders of
Qwest,  in each case in  accordance  with Delaware Law and the rules of the NYSE
and the NASDAQ, as applicable;                                                  

     (b)  Legality.  No federal,  state or foreign  statute,  rule,  regulation,
executive  order,  decree  or  injunction  shall  have  been  enacted,  entered,
promulgated or enforced by any Governmental or Regulatory  Authority which is in
effect  and has the  effect  of (i)  making  the  Merger  illegal  or  otherwise
prohibiting the consummation of the Merger,  or (ii) creating a Material Adverse
Effect on the Surviving Corporation;  provided, however, all Required Regulatory
Approvals are governed by Section 7.01(g) below;                                

     (c) HSR Act.  Any waiting  period  applicable  to the  consummation  of the
Merger under the HSR Act shall have expired or been terminated;                 

     (d) Registration Statement Effective. The Registration Statement shall have
become effective prior to the mailing by each of Qwest and U S WEST of the Joint
Proxy  Statement to its respective  stockholders,  no stop order  suspending the
effectiveness  of the  Registration  Statement  shall then be in effect,  and no
proceedings  for that purpose  shall then be threatened by the SEC or shall have
been initiated by the SEC and not concluded or withdrawn;                       

     (e) Blue Sky.  All state  securities  or "blue sky"  Permits  or  approvals
required  to carry out the  transactions  contemplated  hereby  shall  have been
received;                                                                       

     (f) Stock Exchange  Listing.  The shares of Qwest Common Stock to be issued
in the Merger shall have been duly  approved  for listing on NASDAQ,  subject to
official notice of issuance;                                                    

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     (g) Regulatory Matters.  All Required Regulatory Approvals shall be in full
force and effect;  provided,  however, that a Required Regulatory Approval shall
not be deemed to have been  obtained  if in  connection  with the grant  thereof
there shall have been an imposition by any Governmental or Regulatory  Authority
of any condition, requirement, restriction or change of regulation, or any other
action directly or indirectly  related to such grant taken by such  Governmental
or Regulatory Authority, which would reasonably be expected to cause the Maximum
Revenue  Reduction  Amount  or  Incremental  Capital  Investment  Amount  to  be
exceeded.                                                                       

     SECTION 7.02 Additional Conditions to Obligations of Qwest. The obligations
of Qwest to  effect  the  Merger  are also  subject  to the  fulfillment  of the
following conditions:                                                           

     (a) Representations and Warranties. The representations and warranties of U
S WEST set forth in this Agreement  shall have been true and correct on the date
hereof  and,  without  giving  effect  to  any  materiality   qualifications  or
limitations therein, on and as of the Closing Date as though made on the Closing
Date (except to the extent that any  representation or warranty expressly speaks
as of an earlier  date,  in which  case it shall be true and  correct as of such
date) except (i) for changes  permitted  under  Section 5.02 hereof or otherwise
contemplated  by this  Agreement,  and  (ii) for  such  failures  to be true and
correct which in the aggregate  would not  reasonably be expected to result in a
Material Adverse Effect on U S WEST.                                            

     (b) Agreements and Covenants.  U S WEST shall have performed or complied in
all  material  respects  with all  agreements  and  covenants  required  by this
Agreement  to be  performed  or complied  with by it on or before the  Effective
Time;  provided,  however,  that for purposes of this Section 7.02(b) only, such
agreements  and covenants  shall be deemed to have been complied with unless the
failure or failures of such  agreements and covenants to have been complied with
(without regard to materiality qualifiers contained therein), individually or in
the aggregate,  results or would  reasonably be expected to result in a Material
Adverse Effect on Qwest,  either with or without giving effect to the Merger, or
a material adverse effect on the  consummation of the transactions  contemplated
hereby.                                                                         

     (c)  Certificates.  Qwest shall have received a certificate of an executive
officer of U S WEST to the effect set forth in paragraphs (a) and (b) above.    

     (d) Tax  Opinion.  Qwest  shall  have  received  an opinion of Davis Polk &
Wardwell,  dated  as of the  Closing  Date,  in form  and  substance  reasonably
satisfactory  to  Qwest,  on  the  basis  of  the  facts,   representations  and
assumptions  set forth or referred to in such  opinion,  that the Merger will be
treated for U.S.  federal  income tax  purposes as a  reorganization  within the
meaning of  Section  368(a) of the Code and that each of Qwest and U S WEST will
be a party to the  reorganization  within the  meaning of Section  368(a) of the
Code. In rendering such opinion,  Davis Polk & Wardwell may require and shall be
entitled  to rely upon  customary  representations  of officers of Qwest and U S
WEST.                                                                           

     (e) Spin-Off Tax Opinion.  Qwest shall have  received a copy of the opinion
delivered by Cadwalader,  Wickersham & Taft to U S WEST pursuant to Section 7.03
(e).                                                                            

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     (f) Consents  Under U S WEST  Agreements.  U S WEST shall have obtained the
consent or approval of any Person  whose  consent or approval  shall be required
under any  agreement or instrument  in order to permit the  consummation  of the
transactions  contemplated hereby except those which the failure to obtain would
not,  individually  or in the aggregate,  have a Material  Adverse Effect on U S
WEST or Qwest.                                                                  

     SECTION  7.03  Additional  Conditions  to  Obligations  of  U S  WEST.  The
obligations of U S WEST to effect the Merger are also subject to the            
fulfillment of the following conditions:                                        

     (a) Representations  and Warranties.  The representations and warranties of
Qwest set forth in this  Agreement  shall have been true and correct on the date
hereof  and,  without  giving  effect  to  any  materiality   qualifications  or
limitations therein, on and as of the Closing Date as though made on the Closing
Date (except to the extent that any  representation or warranty expressly speaks
as of an earlier  date,  in which  case it shall be true and  correct as of such
date) except (i) for changes  permitted  under  Section 5.02 hereof or otherwise
contemplated  by this  Agreement,  and  (ii) for  such  failures  to be true and
correct which in the aggregate  would not  reasonably be expected to result in a
Material Adverse Effect on Qwest.                                               

     (b)  Agreements,  Covenants.  Qwest shall have performed or complied in all
material  respects with all agreements and covenants  required by this Agreement
to be  performed  or  complied  with  by it on or  before  the  Effective  Time;
provided,  however,  that  for  purposes  of this  Section  7.03(b)  only,  such
agreements  and covenants  shall be deemed to have been complied with unless the
failure or failures of such  agreements and covenants to have been complied with
(without regard to materiality qualifiers contained therein), individually or in
the aggregate,  results or would  reasonably be expected to result in a Material
Adverse Effect on U S WEST,  either with or without giving effect to the Merger,
or  a  material   adverse  effect  on  the   consummation  of  the  transactions
contemplated hereby.                                                            

     (c)  Certificates.  U S  WEST  shall  have  received  a  certificate  of an
executive  officer of Qwest to the effect  set forth in  paragraphs  (a) and (b)
above.                                                                          

     (d) Tax  Opinion.  U S WEST shall have  received an opinion of  Cadwalader,
Wickersham  &  Taft,  dated  as of the  Closing  Date,  in  form  and  substance
reasonably satisfactory to U S WEST, on the basis of the facts,  representations
and assumptions set forth or referred to in such opinion,  that the consummation
of the  Merger  will be  treated  for U.S.  federal  income  tax  purposes  as a
reorganization within the meaning of Section 368(a) of the Code and that each of
Qwest and U S WEST will be a party to the  reorganization  within the meaning of
Section 368(a) of the Code. In rendering such opinion, Cadwalader,  Wickersham &
Taft may require and shall be entitled to rely upon customary representations of
officers of U S WEST and Qwest.                                                 

     (e)  Spin-Off  Tax  Opinion.  U S WEST  shall have  received  an opinion of
Cadwalader,  Wickersham  & Taft,  dated  as of the  Closing  Date,  in form  and
substance  reasonably  satisfactory  to U S WEST,  on the  basis  of the  facts,
representations  and assumptions set forth or referred to in such opinion,  that
the Merger pursuant to this Agreement will not affect the tax-free qualification
of the  Exchange-Distribution  under Section 355 of the Code. In rendering  such

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opinion, Cadwalader, Wickersham & Taft may require and shall be entitled to rely
upon customary representations of officers of U S WEST and Qwest.               

     (f) Consents Under Qwest Agreements.  Qwest shall have obtained the consent
or approval of any Person whose consent or approval  shall be required under any
agreement or instrument in order to permit the  consummation of the transactions
contemplated  hereby  except  those  which  the  failure  to obtain  would  not,
individually or in the aggregate,  have a Material Adverse Effect on U S WEST or
Qwest.                                                                          

 ARTICLE 8
 Termination, Amendment And Waiver

     SECTION 8.01  Termination.  This  Agreement  may be  terminated at any time
before the Effective Time, in each case as authorized by the respective Board of
Directors of Qwest or U S WEST:                                                 

(a) By mutual written consent of each of Qwest and U S WEST;          

     (b) By  either  Qwest  or U S WEST  if  the  Merger  shall  not  have  been
consummated  on or before  July 30,  2000 (the  "Termination  Date");  provided,
however,  that the right to terminate this Agreement  under this Section 8.01(b)
shall not be  available  to any Party whose  failure to fulfill  any  obligation
under this  Agreement  has been the cause of, or resulted in, the failure of the
Effective Time to occur on or before the Termination Date; and provided further,
however, that if on the Termination Date the conditions to the Closing set forth
in  Sections  7.01(c) or 7.01(g)  shall not have been  fulfilled,  but all other
conditions  to the  Closing  shall be  fulfilled  or shall be  capable  of being
fulfilled, then the Termination Date shall be automatically extended to December
31, 2000;                                                                       

     (c) By either Qwest or U S WEST if any Governmental or Regulatory Authority
shall have issued an order,  decree or ruling or taken any other  action  (which
order,  decree or ruling the  Parties  shall use their  commercially  reasonable
efforts to lift), in each case permanently  restraining,  enjoining or otherwise
prohibiting the  transactions  contemplated  by this Agreement,  and such order,
decree, ruling or other action shall have become final and nonappealable;       

     (d) (i) By Qwest,  (a) if U S WEST shall have breached or failed to perform
in any material  respect any of its  representations,  warranties,  covenants or
other agreements contained in this Agreement, which breach or failure to perform
(1) is incapable of being cured by U S WEST prior to the  Termination  Date, and
(2)  renders  any  condition  under  Sections  7.01 or 7.02  incapable  of being
satisfied  prior to the  Termination  Date, or (b) if a condition under Sections
7.01 or 7.02 to Qwest's  obligations  hereunder is incapable of being  satisfied
prior to the Termination Date;                                                  

        (ii) By U S WEST,  (a) if Qwest shall have breached or failed to perform
in any material  respect any of its  representations,  warranties,  covenants or
other agreements contained in this Agreement, which breach or failure to perform
(1) is incapable of being cured by Qwest prior to the Termination  Date, and (2)
renders any condition  under Sections 7.01 or 7.03 incapable of being  satisfied

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prior to the Termination Date, or (b) if a condition under Sections 7.01 or 7.03
to U S WEST's obligation  hereunder is incapable of being satisfied prior to the
Termination Date;                                                               

     (e) By either  Qwest or U S WEST if the Board of  Directors of the other or
any  committee  of the Board of Directors of the other (i) shall fail to include
in  the  Joint  Proxy  Statement  its  recommendation  without  modification  or
qualification that its stockholders  approve this Agreement and the Merger, (ii)
shall withdraw or modify in any adverse manner its approval or recommendation of
this Agreement or the Merger,  (iii) shall approve or recommend any  Alternative
Transaction  or (iv) shall resolve to take any of the actions  specified in this
Section 8.01(e);                                                                

     (f) By either Qwest or U S WEST if the Qwest Stockholder  Approval or the U
S WEST  Stockholder  Approval  shall fail to have been  obtained  at a duly held
stockholders  meeting of either of such  companies,  including any  adjournments
thereof; or                                                                     

     (g) By U S WEST, if (i) the Average  Price is less than $22.00,  or (ii) at
any time prior to the Closing  Date the closing  price for Qwest Common Stock on
NASDAQ is below $22.00 for any 20 consecutive trading days and within 5 business
days of the end of such period U S WEST has notified Qwest of such termination. 

     SECTION 8.02 Effect of Termination. (a) In the event of termination of this
Agreement as provided in Section 8.01 hereof,  this  Agreement  shall  forthwith
become void and there shall be no  liability  on the part of any of the Parties,
except (i) as set forth in this Section 8.02 and in Sections 3.16,  4.16,  6.05,
and 10.03 hereof, and (ii) nothing herein shall relieve any Party from liability
for any willful breach hereof.                                                  

     (b) If this  Agreement  (i) is  terminated  by Qwest  pursuant  to  Section
8.01(e) hereof,  (ii) could have been (but was not) terminated by Qwest pursuant
to Section  8.01(e) hereof and is  subsequently  terminated by U S WEST or Qwest
pursuant  to  Section  8.01(f)  because  of the  failure  to obtain the U S WEST
Stockholder Approval, (iii) (a) could not have been terminated by Qwest pursuant
to Section  8.01(e) hereof but is  subsequently  terminated by U S WEST or Qwest
pursuant  to  Section  8.01(f)  because  of the  failure  to obtain the U S WEST
Stockholder Approval, (b) at any time after the date of this Agreement and prior
to the U S WEST Stockholders'  Meeting there shall have been (or been renewed or
continued)  an offer or proposal  for, an  announcement  of any  intention  with
respect to  (including  the filing of a statement  of  beneficial  ownership  on
Schedule 13D discussing the possibility of or reserving the right to engage in),
or any  agreement  with  respect  to, a  transaction  that would  constitute  an
Alternative  Transaction  (as defined in Section 5.03(c) hereof) except that for
the purposes of this Section 8.02(b), the applicable percentage in clause (i) of
such definition  shall be fifty percent (50%), and (c) within twelve (12) months
after the  termination  of this  Agreement,  U S WEST enters  into a  definitive
agreement  with any Third Party with respect to an  Alternative  Transaction  or
(iv) is terminated by Qwest as a result of U S WEST's material breach of Section
6.01,  6.02(c) or Section  6.02(d)  hereof which in the case of Section 6.01 and
Section  6.02(c) only, is not cured within thirty (30) days after notice thereof
to U S WEST, U S WEST shall pay to Qwest a termination  fee of $850 million plus
in the case of (i), (ii) or (iii) of the first sentence of this Section 8.02 (b)
only,  repay to Qwest an  amount  equal to one half of the cash  amount  paid to
Global by U S WEST  pursuant  to the  Termination  Agreement  (the  "Termination

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Agreement")  between U S WEST and Global  dated as of July 18, 1999 (the "Global
Termination Fee") in cash,  together with interest  thereon,  at a rate equal to
the London  Interbank  Offered  Rate plus .15% from the date  hereof to the date
such amount is due pursuant to this Agreement (collectively, the "Note Repayment
Amount"),  reflecting repayment of one half of the principal and interest on the
note  evidencing  funds  transferred by a subsidiary of Qwest to U S WEST on the
date hereof to pay the cash  amount  paid to Global by U S WEST  pursuant to the
Termination  Agreement  (which  amount in the event of the  termination  of this
Agreement  will be repaid  only on the terms and to the extent set forth in this
Section 8.02(b) with respect to the Note Repayment  Amount (and not in excess of
one half of the the Note Repayment Amount).  If this Agreement is terminated for
any reason  (other than as  described  in the case of (i),  (ii) or (iii) of the
first  sentence of this Section 8.02 (b)),  Qwest shall  deliver to U S WEST, at
Qwest's election, either (x) 2,231,076 shares of Global common stock (subject to
any adjustment for reclassification,  recapitalization, split-up, combination or
exchange  of Global  common  stock after the date  hereof)  (the  "Global  Share
Amount") or (y) an amount in cash equal to the average  closing  price of Global
common stock for the five trading days  preceding  the date of such  termination
multiplied by the Global Share Amount.  If this  Agreement is terminated for any
reason  described  in (i),  (ii) or (iii) of the first  sentence of this Section
8.02 (b),  Qwest  shall  deliver to U S WEST,  at Qwest's  election,  either (x)
1,115,538  shares  of  Global  common  stock  (subject  to  any  adjustment  for
reclassification,  recapitalization, split-up, combination or exchange of Global
common  stock after the date  hereof) or (y) one-half of an amount in cash equal
to the average  closing  price of Global  common stock for the five trading days
preceding  the date of such  termination  multiplied by the Global Share Amount.
For the avoidance of doubt,  in the event the Note Repayment  Amount is not paid
when due,  interest on the Note Repayment  Amount shall be paid thereon from the
due date to the date of the repayment pursuant to the provisions of Section 8.02
(e) and not pursuant to the provisions of Section 8.02 (b).                     

     (c) If this  Agreement  (i) is  terminated  by U S WEST pursuant to Section
8.01(e)  hereof,  (ii)  could  have  been (but was not)  terminated  by U S WEST
pursuant to Section 8.01(e) hereof and is subsequently  terminated by Qwest or U
S WEST  pursuant to Section  8.01(f)  because of the failure to obtain the Qwest
Stockholder  Approval,  (iii) (a) could  not have  been  terminated  by U S WEST
pursuant to Section 8.01(e) hereof but is subsequently  terminated by Qwest or U
S WEST  pursuant to Section  8.01(f)  because of the failure to obtain the Qwest
Stockholder Approval, (b) at any time after the date of this Agreement and prior
to the Qwest  Stockholders'  Meeting  there shall have been an offer or proposal
for, an announcement of any intention with respect to (including the filing of a
statement of beneficial  ownership on Schedule 13D discussing the possibility of
or  reserving  the right to engage  in),  or any  agreement  with  respect to, a
transaction  that would  constitute an  Alternative  Transaction  (as defined in
Section  5.03(c)  hereof) except that for the purposes of this Section  8.02(c),
the  applicable  percentage  in  clause  (i) of such  definition  shall be fifty
percent (50%)  involving  Qwest or any of Qwest's  Subsidiaries,  and (c) within
twelve (12) months after the termination of this Agreement,  Qwest enters into a
definitive  agreement  with any  Third  Party  with  respect  to an  Alternative
Transaction  or (iv) is terminated  by U S WEST as a result of Qwest's  material
breach of Section 6.01,  Section 6.02(a) or Section 6.02(b) hereof which, in the
case of Section 6.01 and Section  6.02(a)  only, is not cured within thirty (30)
days after notice  thereof to Qwest,  Qwest shall pay to U S WEST a  termination
fee of $850 million (the "U S WEST Termination Fee").                           

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     (d) Each  termination  fee payable under Sections  8.02(b) or (c) above and
Note Repayment  Amount  payable under Section  8.02(b) above shall be payable in
cash, payable no later than one business day following the delivery of notice of
termination  to the other  Party,  or, if such fee shall be payable  pursuant to
clause  (iii) of  Section  8.02(b),  such fee shall be payable no later than one
business day following the day such Party enters into the  definitive  agreement
referenced in such clause (iii).                                                

     (e) Qwest and U S WEST  agree that the  agreements  contained  in  Sections
8.02(b) and (c) above are an integral part of the  transactions  contemplated by
this Agreement and constitute liquidated damages and not a penalty. If one Party
fails to promptly  pay to the other any fee due under such  Sections  8.02(b) or
(c), then the defaulting Party shall pay the costs and expenses (including legal
fees and  expenses) in connection  with any action,  including the filing of any
lawsuit or other legal action, taken to collect payment,  together with interest
on the  amount  of any  unpaid  fee at the  publicly  announced  prime  rate  of
Citibank, N.A., from the date such fee was required to be paid.                 

     SECTION  8.03  Amendment.  This  Agreement  may be amended  by the  Parties
pursuant to a writing  adopted by action taken by all of the Parties at any time
before the Effective  Time;  provided,  however,  that,  after  approval of this
Agreement by the stockholders of Qwest or U S WEST, whichever shall occur first,
no amendment  may be made which would (a) alter or change the amount or kinds of
consideration  to be received  by the holders of U S WEST Common  Stock or Qwest
Common Stock upon  consummation  of the Merger,  (b) alter or change any term of
the  Certificate of  Incorporation  of Qwest or U S WEST, or (c) alter or change
any of the terms and conditions of this  Agreement if such  alteration or change
would adversely affect the holders of any class or series of securities of Qwest
or U S WEST.  This  Agreement  may not be  amended  except by an  instrument  in
writing signed by the Parties.                                                  

     SECTION 8.04 Waiver.  At any time before the Effective  Time, any Party may
(a) extend the time for the  performance of any of the obligations or other acts
of the other Parties,  (b) waive any  inaccuracies  in the  representations  and
warranties  contained herein or in any document  delivered  pursuant hereto, and
(c) waive compliance with any of the agreements or conditions  contained herein.
Any  agreement  on the part of a Party to any such  extension or waiver shall be
valid  only as  against  such  Party and only if set forth in an  instrument  in
writing signed by such Party.                                                   

 ARTICLE 9
 Definitions

     SECTION  9.01 Certain  Definitions.  For  purposes of this  Agreement,  the
following terms shall have the following meanings:                              

     "Affiliate" of a Person means a Person that directly or indirectly, through
one or more  intermediaries,  controls,  is  controlled  by, or is under  common
control with, the first mentioned Person.                                       

     "Agreement"  means this Agreement and Plan of Merger,  together with all of
its schedules and exhibits.                                                     

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     "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and the
Treasury regulations promulgated thereunder.                                    

     "Control"  (including the terms  "controlled  by" and "under common control
with") means the possession, direct or indirect, of the power to direct or cause
the direction of the  management and policies of a Person,  whether  through the
ownership of stock, as trustee or executor, by contract or credit arrangement or
otherwise.                                                                      

"Delaware Law" means the Delaware General Corporation Law, as amended.

     "DistributingCo" means MediaOne Group, Inc., a Delaware corporation and the
holder of all of the U S WEST Common Stock prior to the Exchange-Distribution.  

     "Exchange Act" means the  Securities  Exchange Act of 1934, as the same may
be amended from time to time.                                                   

     "Exchange-Distribution"  means (i)  DistributingCo's  exchange  on June 12,
1998 with the holders of DistributingCo Communications Group Common Stock of U S
WEST Common Stock for DistributingCo  Communications Group Common Stock and (ii)
DistributingCo's  distribution  on June  12,  1998 of U S WEST  Common  Stock to
holders of DistributingCo Media Group Common Stock.                             

"FCC" means the United States Federal Communications Commission.      

"GAAP" means United States generally accepted accounting principles.  

     "Governmental  or  Regulatory  Authority"  means any  domestic  or foreign,
national,   federal,   state,  county,  city,  local  or  other  administrative,
legislative,  regulatory or other governmental  authority,  commission,  agency,
court of competent jurisdiction or other judicial entity, tribunal,  arbitrator,
office,  principality,  registry (including, but not limited to, with respect to
patents,  trademarks,  designs, or copyrights),  legislative or regulatory body,
instrumentality,  or  non-governmental,  quasi-governmental,  or private agency,
commission or authority or any arbitral  tribunal  exercising  any regulatory or
taxing authority.                                                               

     "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as the same may be amended from time to time.                                   

     "Knowledge"  of any  Party  means the  actual  knowledge  of the  executive
officers of such Party.                                                         

     "Material  Adverse Effect" means any change in or effect on the business of
the referenced  Person or any of its Subsidiaries  that is or will be materially
adverse  to  the  business,   operations   (including  the  income   statement),
management,  properties (including intangible properties),  condition (financial
or  otherwise),  assets,  liabilities  or regulatory  status of such  referenced
corporation  and its  Subsidiaries  taken as a whole,  but shall not include the
effects of changes that are generally  applicable in (i) the  telecommunications
industry,  (ii) the United States economy, or (iii) the United States securities
markets.                                                                        

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     "Person" means an individual,  corporation,  partnership, limited liability
company, joint venture, association,  joint stock company, trust, unincorporated
organization, entity or group (as defined in the Exchange Act) or a Governmental
or Regulatory Authority.                                                        

     "Securities  Act"  means  the  Securities  Act of 1933,  as the same may be
amended from time to time.                                                      

     "Significant  Subsidiary"  means  any  Subsidiary  which  on  the  date  of
determination is a "significant  subsidiary"  within the meaning of Rule 1-02(w)
of Regulation S-X promulgated under the Exchange Act.                           

     "Subsidiary," "Qwest Subsidiary," or "U S WEST Subsidiary" means any Person
on the  date of  determination  of which  Qwest or U S WEST,  as the case may be
(either alone or through or together with any other Subsidiary or Subsidiaries),
owns,  directly or  indirectly,  more than fifty  percent  (50%) of the stock or
other equity  interests the holders of which are generally  entitled to vote for
the election of the Board of Directors or other governing body of such Person.  

     "Tax" or "Taxes" means any U.S. federal, state or local or foreign taxes of
any kind, including,  without limitation, those on or measured by or referred to
as income, gross receipts, capital, sales, use, ad valorem, franchise,  profits,
license, withholding, payroll, employment, excise, severance, stamp, occupation,
premium,  value added, property or windfall profits taxes,  customs,  duties, or
similar fees, assessments, or charges of any kind whatsoever,  together with any
interest and any penalties, additions to tax, or additional amounts thereon.    

     "Tax Returns"  means any U.S.  federal,  state or local or foreign  return,
report,  or statement  required to be filed with any  Governmental or Regulatory
Authority with respect to Taxes.                                                

     "Year  2000  Compliant"  means,  with  respect  to any  computer  hardware,
software, databases,  automated systems or other computer and telecommunications
equipment  owned  or used by a  Person,  or  included  or  incorporated  in such
Person's products  ("Systems"),  that such Systems are designed to be used prior
to, during and after the calendar year 2000 A.D. and will (i) operate  normally,
(ii) record, process, calculate, compare, sequence, or use dates properly, (iii)
accurately  determine  intervals  between and time elapsed  among dates  before,
within and after such year, and (iv) otherwise operate without error relating to
date data, specifically including any error relating to, or the product of, date
data  which  represents  or  references  different  centuries  or more  than one
century. Without limiting the generality of the foregoing, "Year 2000 Compliant"
means that such Person's Systems:                                               

     (i) will not  abnormally  terminate,  malfunction or stop  processing  upon
encountering date data either from before, within or after such year;           

(ii) will properly identify leap years and process related date data; 

     (iii) have been designed to ensure Year 2000 Compliance, including, but not
limited to,  recognizing  and recording the proper century  associated with date
data and properly  calculating same century and multi-century  formulas and date
values;                                                                         

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     (iv) include user interfaces that properly display,  record and accept date
data in single century and multi-century cases; and                             

     (v) properly send date data to, receive date data from, any other hardware,
software  and systems  with which such Systems  normally  operate and  interact,
including on-site backup,  hot-site companion and disaster recovery systems,  as
well as properly recording, retaining and manipulating such date data; provided,
however, that such other hardware, software and Systems are themselves Year 2000
Compliant.                                                                      

ARTICLE 10
General Provisions

     SECTION 10.01 Non-Survival of  Representations,  Warranties and Agreements.
The representations, warranties and agreements in this Agreement shall terminate
at the Effective  Time or upon the  termination  of this  Agreement  pursuant to
Section  8.01 hereof,  as the case may be,  except that (a) the  agreements  set
forth in Article 1 and Sections 2.03,  2.04,  2.05,  2.06,  6.08 and 6.12 hereof
shall  survive  the  Effective  Time   indefinitely,   (b)  the  agreements  and
representations set forth in Sections 3.10, 3.16, 4.10, 4.16, 6.05(b),  8.02 and
10.03 hereof shall survive termination  indefinitely,  and (c) nothing contained
herein shall limit any  covenant or agreement of the Parties  which by its terms
contemplates performance after the Effective Time.                              

     SECTION 10.02 Notices.  All notices and other  communications given or made
pursuant  hereto shall be in writing and shall be deemed to have been duly given
or made as of the date of receipt and shall be delivered personally or mailed by
registered or certified mail (postage prepaid,  return receipt requested),  sent
by  overnight  courier or sent by  telecopy,  to the  Parties  at the  following
addresses or telecopy numbers (or at such other address or telecopy number for a
Party as shall be specified by like notice):                                    

(a)  if to Qwest:                                                     

Qwest Communications International Inc.                     
700 Qwest Tower                                             
555 Seventeenth Street                                      
Denver, Colorado 80202                                      
Attention: Chief Financial Officer                          
Facsimile: (303) 992-1798                                   

with a copy to:                                             

Davis Polk & Wardwell                                       
450 Lexington Avenue                                        
New York, New York 10017                                    
Attention:  Dennis S. Hersch, Esq.                          
Joseph R. Rinaldi, Esq.             
Facsimile: (212) 450-4800                                   

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(b)  if to U S WEST:                                                  

U S WEST, Inc.                                              
1801 California Street                                      
Denver, Colorado 80202                                      
Attention: Mark Roellig, Esq.                               
Facsimile: (303) 298-8763                                   

with a copy to:                                             

Cadwalader, Wickersham & Taft                               
100 Maiden Lane                                             
New York, New York 10038-4892                               
Attention: Dennis J. Block, Esq.                            
Facsimile: (212) 504-6666                                   

     SECTION 10.03 Expenses.  Except as otherwise provided herein, all costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated  hereby  shall  be paid  by the  Party  incurring  such  costs  and
expenses, except that those expenses incurred in connection with the printing of
the Joint Proxy Statement and the Registration  Statement, as well as the filing
fees related  thereto and any filing fee required in connection  with the filing
of Premerger  Notifications  under the HSR Act, shall be shared equally by Qwest
and U S WEST.                                                                   

     SECTION 10.04  Headings.  The headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.                                               

     SECTION  10.05  Severability.  If any  term  or  other  provision  of  this
Agreement is invalid,  illegal or incapable of being enforced by any rule of law
or public  policy,  then all other  conditions  and provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the transactions  contemplated  hereby is not affected in any
manner  adverse to any  Party.  Upon such  determination  that any term or other
provision is invalid,  illegal or incapable of being enforced, the Parties shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the Parties as closely as possible in an acceptable  manner to the end
that the  transactions  contemplated  hereby are fulfilled to the maximum extent
possible.                                                                       

     SECTION  10.06  Entire  Agreement;  No  Third-Party   Beneficiaries.   This
Agreement, the Voting Agreement and the Confidentiality Agreement constitute the
entire  agreement and, except as expressly set forth herein,  supersedes any and
all other prior  agreements and  undertakings,  both written and oral, among the
Parties,  or any of them,  with respect to the subject matter hereof and, except
for Section 6.08  (Indemnification,  Directors'  and  Officers'  Insurance)  and
Section 6.12 (Governance; Name), is not intended to confer upon any person other
than  Qwest,  U  S  WEST,  and,  after  the  Effective  Time,  their  respective
stockholders, any rights or remedies hereunder.                                 

     SECTION 10.07 Assignment. This Agreement shall not be assigned by operation
of law or otherwise.                                                            

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     SECTION  10.08  Governing  Law.  This  Agreement  shall be governed by, and
construed  and enforced in  accordance  with,  the laws of the State of Delaware
applicable  to contracts  executed in and to be performed  entirely  within that
State, without regard to the conflicts of laws provisions thereof.              

     SECTION 10.09  Submission  to  Jurisdiction;  Waivers.  Each of the parties
hereof  irrevocably  agrees that any legal action or proceeding  with respect to
this  Agreement or for  recognition  and  enforcement of any judgment in respect
hereof  brought by the other party  hereto or its  successors  or assigns may be
brought and  determined in the courts of the State of Delaware,  and each of the
parties  hereto  hereby  irrevocable  submits  with regard to any such action or
proceeding   for  itself  and  in  respect  to  its   property,   generally  and
unconditionally,  to the nonexclusive jurisdiction of the aforesaid courts. Each
of the parties hereto hereby  irrevocably  waives,  and agrees not to assert, by
way of  motion,  as a  defense,  counterclaim  or  otherwise,  in any  action or
proceeding  with  respect  to  this  Agreement,  (a)  any  claim  that it is not
personally  subject to the jurisdiction of the above-named courts for any reason
other than the failure to serve in accordance with this Section 10.09,  (b) that
it or its  property is exempt or immune from  jurisdiction  of any such court or
from any legal  process  commenced in such courts  (whether  through  service of
notice,  attachment  prior  to  judgment,  attachment  in  aid of  execution  of
judgment,  execution of judgment or  otherwise),  and (c) to the fullest  extent
permitted by the applicable law, that (i) the suit, action or proceeding in such
court is brought in an inconvenient  forum,  (ii) the venue of such suit, action
or proceeding is improper and (iii) this Agreement, or the subject mater hereof,
may not be enforced in or by such courts.                                       

     SECTION 10.10  Counterparts.  This Agreement may be executed in one or more
counterparts,  and by the different  Parties in separate  counterparts,  each of
which when  executed  shall be deemed to be an original,  but all of which shall
constitute one and the same agreement.                                          

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     IN WITNESS  WHEREOF,  U S WEST and Qwest have caused this  Agreement  to be
executed as of the date first written above by their respective officers        
thereunto duly authorized.                                                      

                    U S WEST, INC.

                                 By: /s/ Solomon D. Trujillo
                                               ---------------------------------
                                        Name:  Solomon D. Trujillo
                                            Title: Chairman, President and
                                                     Chief Executive Officer

                          QWEST COMMUNICATIONS
                            INTERNATIONAL INC.

                               By: /s/ Joseph P. Nacchio
                                               ---------------------------------
                                      Name:  Joseph P. Nacchio
                                       Title: Chairman and Chief
                                               Executive Officer

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INDEX OF DEFINED TERMS

Term                                                                            
Page                                                                            
----                                                                            

Acquiring Person...........................................................29   
Acquisitions...............................................................45   
Affiliate..................................................................52   
Agreement..................................................................52   
Alternative Structure......................................................10   
Alternative Transaction....................................................37   
Average Price...............................................................3   

blue sky...................................................................13   
Board of Directors..........................................................7   

Cash Alternative Notice.....................................................9   
Cash Amount.................................................................9   
Cash True-Up................................................................9   
Closing....................................................................41   
Closing Date...............................................................41   
Code.......................................................................53   
Common Shares Trust.........................................................6   
Confidentiality Agreement..................................................43   
Control....................................................................53   
controlled by..............................................................53   
Conversion Ratio............................................................3   

Delaware Law...............................................................53   
Determination Period........................................................3   
Disqualified Rights.........................................................3   
Disqualified Shares.........................................................3   
Distributing Co............................................................53   
Dividend...................................................................45   

Effective Time..............................................................2   
Environmental Law..........................................................18   
ERISA......................................................................15   
Excess Shares...............................................................6   
Exchange Act...............................................................53   
Exchange Agent..............................................................4   
Exchange Fund...............................................................5   
Exchange-Distribution......................................................53   

FCC........................................................................53   

GAAP.......................................................................53   
Global.....................................................................29   
Global Merger Agreement....................................................29   
Global Share Amount........................................................51   
Global Termination Fee.....................................................51   

Index-1 

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Governmental or Regulatory Authority.......................................53   

Hazardous Substances.......................................................18   
HSR Act....................................................................53   

Incremental Capital Investment Amount......................................42   
Intellectual Property......................................................19   
IRS........................................................................15   

Joint Proxy Statement......................................................15   

Knowledge..................................................................53   

Legal Requirements.........................................................14   
Lehman Brothers............................................................29   

Material Adverse Effect....................................................53   
Maximum Revenue Reduction Amount...........................................42   
Merger......................................................................1   
Merger Consideration........................................................3   
Merrill Lynch..............................................................29   

NASDAQ......................................................................3   
Note Repayment Amount......................................................51   
NYSE........................................................................6   

Parent.....................................................................10   
Parties.....................................................................1   
Party.......................................................................1   
Party Representatives......................................................43   
PBGC.......................................................................16   
Per Share Cash True Up.....................................................10   
Permits....................................................................14   
Person.....................................................................54   
Pre-Surrender Dividends.....................................................5   

Qwest.......................................................................1   
Qwest Acquisition Agreement................................................39   
Qwest Benefit Plans........................................................15   
Qwest Cash Election.........................................................9   
Qwest Common Stock..........................................................2   
Qwest Communications International Inc......................................9   
Qwest Contracts............................................................20   
Qwest Equity Rights........................................................11   
Qwest Intellectual Property................................................19   
Qwest Licenses.............................................................20   
Qwest Right.................................................................3   
Qwest SEC Reports..........................................................13   
Qwest Stockholder Approval.................................................39   
Qwest Stockholders' Meeting................................................38   
Qwest Subsequent Determination.............................................39   
Qwest Subsidiary...........................................................54   

Index-2 

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Qwest Superior Proposal....................................................39   
Qwest Warrants.............................................................11   
Registration Statement.....................................................15   
Required Regulatory Approvals..............................................41   
Rights Agreement...........................................................29   

SEC.........................................................................3   
Securities Act.............................................................54   
Significant Subsidiary.....................................................54   
Subsidiary.................................................................54   
Systems....................................................................54   

Tax........................................................................54   
Tax Returns................................................................54   
Taxes......................................................................54   
Telecom Act................................................................13   
Termination Agreement......................................................50   
Termination Date...........................................................49   
Third Party................................................................37   
Transition Committee.......................................................32   
True Up Exchange Ratio.....................................................10   

U S WEST....................................................................1   
U S WEST Acquisition Agreement.............................................40   
U S WEST Benefit Plans.....................................................26   
U S WEST Common Stock.......................................................3   
U S WEST Contracts.........................................................31   
U S WEST Equity Rights.....................................................22   
U S WEST Intellectual Property.............................................30   
U S WEST Licenses..........................................................31   
U S WEST Right..............................................................3   
U S WEST SEC Reports.......................................................24   
U S WEST Stockholder Approval..............................................40   
U S WEST Stockholders' Meeting.............................................39   
U S WEST Subsequent Determination..........................................40   
U S WEST Subsidiary........................................................54   
U S WEST Superior Proposal.................................................40   
U S WEST Termination Fee...................................................51   
under common control with..................................................53   

Voting Agreement............................................................1   

Year 2000 Compliant........................................................54   

Index-3 

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ANNEX B                                                                         

VOTING AGREEMENT

     Agreement dated as of July 18, 1999 among each of the  shareholders  listed
on the signature page hereto (each, a "Shareholder") and U S WEST, Inc., a      
Delaware corporation (the "Company").                                           

     (A) Capitalized  terms used herein and not otherwise defined shall have the
meaning assigned such terms in the Agreement and Plan of Merger dated as of July
18,  1999  between  the  Company  and Qwest  Communications  International  Inc.
("Qwest") (the "Merger Agreement").                                             

     (B) U S WEST has  agreed to enter  into the  Merger  Agreement  only if the
parties hereto enter into this Voting Agreement.                                

Accordingly, the parties hereto agree as follows:                     

     1.  Representations  and Warranties of Each  Shareholder.  Each Shareholder
hereby represents and warrants,  severally and not jointly, to the Company, with
respect to itself, as follows:                                                  

     (a) Title.  As of July 12, 1999,  such  Shareholder  beneficially  owns the
number of shares,  or warrants to acquire such  shares,  as the case may be, set
forth  after such  Shareholders  name on Exhibit A  attached  hereto,  of common
stock,  $0.01 par value per share,  of Qwest (with respect to each  Shareholder,
the shares of common stock of Qwest  beneficially  owned by such  Shareholder or
warrants  to  acquire  common  stock  of  Qwest   beneficially   owned  by  such
Shareholder,  or shares of common stock of Qwest into which  options or warrants
beneficially  owned  by such  Shareholder  is  exercisable,  as the case may be,
specified after such  Shareholders name on Exhibit A hereto shall be referred to
herein as the "Shares").  Such Shareholder owns the Shares free and clear of all
liens, claims, options, charges or other encumbrances.                          

     (b)  Right to  Vote.  Such  Shareholder  has  (subject  only in the case of
warrants or options to the  exercise of such  warrants or options into shares of
common stock of Qwest) full legal power,  authority and right to vote all Shares
in favor of approval and adoption of the Merger  Agreement and the  transactions
contemplated by the Merger Agreement  without the consent or approval of, or any
other  action on the part of, any other person or entity.  Without  limiting the
generality of the foregoing, except for this Agreement or as otherwise permitted
by this Agreement,  such  Shareholder has not entered into any voting  agreement
with any person or entity  with  respect to any  Shares,  granted  any person or
entity any proxy (revocable or irrevocable) or power of attorney with respect to
any  Shares,  deposited  any  Shares  in a  voting  trust  or  entered  into any
arrangement  or agreement  with any person or entity  limiting or affecting  its
legal power,  authority or right to vote the Shares in favor of the transactions
contemplated by the Merger Agreement.  As of the date of the Qwest  Stockholders
Meeting,  except for this Agreement or as otherwise  permitted by this Agreement
and, with respect to warrants or options                                        

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which  constitute  Shares,  subject  only to the  exercise  of such  warrants or
options into shares of common stock of Qwest,  such  Shareholder  will have full
legal power,  authority and right to vote all Shares  beneficially owned by such
Shareholder  in favor of the approval of the  transactions  contemplated  by the
Merger Agreement  without the consent or approval of, or any other action on the
part of, any other person or entity.  From and after the date hereof,  except as
otherwise permitted by this Agreement,  such Shareholder will not commit any act
that could restrict or otherwise affect such legal power, authority and right to
vote  all  Shares  in  favor  of the  transactions  contemplated  by the  Merger
Agreement. Without limiting the generality of the foregoing, except as otherwise
permitted by this Agreement,  from and after the date hereof,  such  Shareholder
will not enter into any voting  agreement with any person or entity with respect
to any of the  Shares,  grant  any  person or entity  any  proxy  (revocable  or
irrevocable) or power of attorney with respect to any of the Shares, deposit any
of the  Shares  in a voting  trust or  otherwise  enter  into any  agreement  or
arrangement  limiting or affecting such Shareholders  legal power,  authority or
right  to  vote  the  Shares  in  favor  of the  approval  of  the  transactions
contemplated by the Merger Agreement (other than this Agreement).               

     (c) Authority.  Such Shareholder has full legal power,  authority and right
to execute and deliver,  and to perform its obligations  under,  this Agreement.
This  Agreement  has been  duly  and  validly  executed  and  delivered  by such
Shareholder  and constitutes a valid and binding  agreement of such  Shareholder
enforceable  against such  Shareholder in accordance with its terms,  subject to
(i)bankruptcy, insolvency, moratorium and other similar laws now or hereafter in
effect  relating to or affecting  creditors  rights  generally  and  (ii)general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).                                                                     

     (d)  Conflicting  Instruments.  Neither the  execution and delivery of this
Agreement  nor  the  performance  by  such  Shareholder  of its  agreements  and
obligations  hereunder  will  result  in any  breach or  violation  of, or be in
conflict  with or  constitute  a  default  under,  any  term  of any  agreement,
judgment,  injunction,  order,  decree,  law, regulation or arrangement to which
such  Shareholder is a party or by which such Shareholder (or any of its assets)
is bound,  except for any such  breach,  violation,  conflict or default  which,
individually or in the aggregate,  would not impair or affect such  Shareholders
ability to perform its obligations under this Agreement.                        

     2. Restriction on Transfer; Other Restrictions.  Such Shareholder shall not
transfer (as defined below) record ownership or beneficial  ownership,  or both,
of any  Shares,  except  in  each  case  to the  extent  permitted  below.  Such
Shareholder may transfer record ownership or beneficial  ownership,  or both, of
any  Shares,  and the Shares so  transferred  shall  cease to be subject to this
Agreement; provided that if, as a result of such transfer, less than the Minimum
Amount (as defined below) would be subject to this Agreement, then the Person to
whom record  ownership or beneficial  ownership,  or both,  of such  transferred
shares  shall be  transferred  shall  execute  and  deliver  to the  Company  an
agreement  reasonably  acceptable to the Company by which such transferee agrees
that such transferred  shares shall be Shares that are subject to this Agreement
and agrees to be bound by Sections 2, 3 and 4 of this  Agreement with respect to
such  transferred  shares.  For the  purposes  of this  Agreement,  the term (x)
"transfer"  means a sale, an  assignment,  a grant,  a transfer,  a pledge,  the
creation  of a lien or other  disposition  of any Shares or any  interest of any
nature in any Shares, including, without limitation, the beneficial ownership of
such Shares and (y) "Minimum Amount" means                                      

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250,000,000  shares  of  Qwest  Common  Stock;  provided  that if  prior  to the
termination of this  Agreement the number of outstanding  shares of Qwest Common
Stock  shall be  changed  into a  different  number  of  shares by reason of any
reclassification, recapitalization, split-up, combination or exchange of shares,
or if any dividend payable in stock or other securities shall be declared on the
Qwest common stock with a record date prior to the date of  termination  of this
Agreement, then the Minimum Amount shall be adjusted accordingly.               

     (a)  Notwithstanding  anything  in this  Agreement  to the  contrary,  such
Shareholder  may pledge,  or otherwise  grant security in respect of, any Shares
held by such  Shareholder in connection with any bona fide lending or hedging or
other  financing  transaction  entered into by such  Shareholder  and,  upon any
foreclosure or other exercise of remedies in respect of such Shares, none of the
restrictions  under  this  Agreement  shall  apply to such  Shares or any Person
exercising such remedies or acquiring any interest in such Shares.              

     (b) Except as otherwise  specifically  provided  herein,  such  Shareholder
further  agrees not to take any  action  which may  reasonably  be  expected  to
effect, change or manipulate the trading prices of Qwest common                 
stock.                                                                          

     3. Agreement to Vote of Shareholder.  Such Shareholder  hereby  irrevocably
and  unconditionally  agrees to vote or to cause to be voted  all  Shares at the
Qwest  Stockholders  Meeting  and at any other  annual  or  special  meeting  of
shareholders  of Qwest or action by written  consent  where such  matters  arise
(a)in  favor  of the  adoption  of the  Merger  Agreement  and the  transactions
contemplated by the Merger  Agreement,  (b) against (i) approval of any proposal
made in  opposition  to or in  competition  with the  Merger or any of the other
transactions   contemplated   by  the  Merger   Agreement,   (ii)  any   merger,
consolidation,   sale  of  assets,   business   combination,   share   exchange,
reorganization or recapitalization of Qwest or any of its subsidiaries,  with or
involving any party other than the Company,  (iii) any liquidation or winding up
of  Qwest,  (iv) any  extraordinary  dividend  by Qwest,  (v) any  change in the
capital  structure of Qwest (other than  pursuant to the Merger  Agreement)  and
(vi) any other action that may reasonably be expected to impede, interfere with,
delay,  postpone or attempt to discourage  the Merger or the other  transactions
contemplated  by the  Merger  Agreement  or  result  in a  breach  of any of the
covenants,  representations,  warranties or other  obligations  or agreements of
Qwest under the Merger  Agreement  which would  materially and adversely  affect
Qwest or its ability to consummate the  transactions  contemplated by the Merger
Agreement  and (c) in  favor of the  election  of  directors  of  Qwest,  as the
surviving  corporation,  contemplated by Section 2.07 of the Merger Agreement at
each meeting of the stockholders of Qwest, as the surviving  corporation,  where
such directors are nominated  subsequent to the Effective  Time. The obligations
of the  Shareholders  specified in this Section 3 shall apply whether or not the
Board of Directors of Qwest makes a Qwest Subsequent Determination.             

     4.  Satisfaction  of  Conditions to the Mergers.  Each of the  Shareholders
shall assist and cooperate with the parties to the Merger Agreement in doing all
things  necessary,  proper or  advisable  under  applicable  law as  promptly as
practicable  to  consummate  and  make  effective  the  Mergers  and  the  other
transactions contemplated by the Merger Agreement and such Shareholder shall not
take any  action  that  would or is  reasonably  likely  to result in any of the
representations  and warranties  set forth in this Agreement  being untrue or in
any of the conditions  set forth in Article 7 of the Merger  Agreement not being
satisfied.                                                                      

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     5. Invalid Provisions.  If any provision of this Agreement shall be invalid
or  unenforceable  under  applicable law, such provision shall be ineffective to
the extent of such invalidity or unenforceability only, without it affecting the
remaining provisions of this Agreement.                                         

     6. Additional Shares. If, after the date hereof, such Shareholder  acquires
beneficial  ownership of any  additional  shares of capital  stock of Qwest (any
such shares, "Additional Shares"),  including, without limitation, upon exercise
of any option,  warrant or right to acquire  Shares of capital stock of Qwest or
through any stock  dividend or stock split,  the  provisions  of this  Agreement
applicable  to the Shares shall be applicable  to such  Additional  Shares as if
such Additional Shares had been Shares as of the date hereof.  The provisions of
the immediately preceding sentence shall be effective with respect to Additional
Shares without action by any person or entity  immediately  upon the acquisition
by any Shareholder of beneficial ownership of such Additional Shares.           

     7. Executed in Counterparts. This Agreement may be executed in counterparts
each of which  shall be an original  with the same  effect as if the  signatures
hereto and thereto were upon the same instrument.                               

     8. Specific  Performance.  The parties  hereto agree that if for any reason
any Shareholder fails to perform any of its agreements or obligations under this
Agreement  irreparable harm or injury to the Company would be caused if or which
money damages would not be an adequate  remedy.  Accordingly,  such  Shareholder
agrees that, in seeking to enforce this Agreement against such Shareholder,  the
Company  shall be entitled,  in addition to any other  remedy  available at law,
equity or otherwise,  to specific performance and injunctive and other equitable
relief.  The  provisions  of this  Section 8 are without  prejudice to any other
rights or  remedies,  whether at law or in  equity,  that the  Company  may have
against such  Shareholder  for any failure to perform any of its  agreements  or
obligations under this Agreement.                                               

     9.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware  without giving effect to the
principles of conflicts of laws thereof.                                        

     10.  Amendments;  Termination.(a)  This  Agreement  may  not  be  modified,
amended,  altered or  supplemented,  except upon the execution and delivery of a
written agreement executed by the parties hereto.                               

     (b) The  provisions  of this  Agreement  (other  than  Section  3(c)) shall
terminate  upon the  earliest  to occur of (i)the  consummation  of the  Merger,
(ii)the date which is two years after the date hereof,  (iii)the  termination of
the Merger Agreement if, but only if, the Merger Agreement is terminated  solely
for reasons that are not directly or indirectly  related to the commencement of,
or any Persons  direct or  indirect  indication  of interest in making,  a Qwest
Superior  Proposal or (iv)the  termination of the Merger  Agreement by U S WEST.
Section 3(c) of this Agreement  shall terminate on the date which is three years
after the date hereof.                                                          

     (c) For purposes of this Agreement,  the term "Merger  Agreement"  includes
the Merger Agreement,  as the same may be modified or amended from time to time,
other than a                                                                    

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modification  or  amendment  to  the  Merger   Agreement   changing  the  Merger
Consideration or otherwise  materially  adversely  affecting the rights of Qwest
shareholders.                                                                   

     11.  Successors  and Assigns.  The  provisions of this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
legal  successors  (including,  in the  case of such  Shareholder  or any  other
individual,  any executors,  administrators,  estates, legal representatives and
heirs of such  Shareholder or such individual) and permitted  assigns;  provided
that,  except as  otherwise  provided  in this  Agreement,  no party may assign,
delegate or  otherwise  transfer  any of its rights or  obligations,  under this
Agreement.                                                                      

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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
this 18th day of July, 1999.                                                    

      U S WEST, INC.

                   By: /s/ Solomon D. Trujillo
                                  ----------------------------------
                       Name: Solomon D. Trujillo
                                       -----------------------------
                            Title: Chairman, President and
                                   Chief Executive Officer
                                        ----------------------------

                              ANSCHUTZ FAMILY INVESTMENT COMPANY LLC

               By: /s/ Craig D. Slater
                                  ----------------------------------
                   Name: Craig D. Slater
                                       -----------------------------
                             Title: Executive Vice President
                                         -----------------------------

        ANSCHUTZ COMPANY

               By: /s/ Craig D. Slater
                                  ----------------------------------
                   Name: Craig D. Slater
                                       -----------------------------
                             Title: Executive Vice President
                                         -----------------------------

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EXHIBIT A                                                                       

Shareholder Name                                Amount of Shares                
----------------                                ----------------                

Anshutz Company                                 287,089,328                     

Anschutz Family Investment                      17,200,000 shares issuable      
Company LLC                                     upon exercise of a warrant      

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ANNEX C                                                                         

[LETTERHEAD OF DLJ]       

             July 18, 1999

Board of Directors                                                              
Qwest Communications International Inc.                                         
700 Qwest Tower                                                                 
555 Seventeenth Street                                                          
Denver, Colorado 80202                                                          

Dear Members of the Board:                                                      

     You have requested our opinion as to the fairness from a financial point of
view to the holders of common stock of Qwest  Communications  International Inc.
("Qwest")  of the  Merger  Consideration  (defined  below)  provided  for in the
Agreement  and  Plan  of  Merger,  dated  as  of  July  18,  1999  (the  "Merger
Agreement"), between Qwest and U S WEST, Inc. ("U S WEST").                     

     Pursuant to the Merger Agreement,  among other things, (i) U S WEST will be
merged with and into Qwest (the "Merger") and (ii) each outstanding share of the
common stock,  par value $0.01 per share,  of U S WEST ("U S WEST Common Stock")
will be  converted,  subject to certain  exceptions  and the Qwest Cash Election
(defined  below),  into the right to receive that number of shares of the common
stock,  par value $0.01 per share,  of Qwest ("Qwest Common Stock") equal to (x)
$69.00  divided by the  average of the volume  weighted  averages of the trading
prices of Qwest  Common Stock on the NASDAQ  National  Market for the 15 trading
days  randomly  selected by Qwest and U S WEST from the 30  consecutive  trading
days ending on the third  trading day  immediately  preceding  the date on which
certain  conditions  to the closing of the Merger are  satisfied  or waived (the
"Average  Price"),  if the Average  Price is greater than or equal to $28.26 and
less than or equal to $39.90,  (y)  2.44161,  if the Average  Price is less than
$28.26 or (z) 1.72932,  if the Average Price is greater than $39.90.  The Merger
Agreement  further provides that if the Average Price is less than 38.70,  Qwest
will have the right to elect to pay a portion  of the  Merger  Consideration  in
cash (the "Qwest  Cash  Election"),  in an amount to be mutually  agreed upon by
Qwest  and U S WEST,  in which  event,  in lieu of the  consideration  described
above, each holder of U S WEST Common Stock will be entitled to receive for each
share of U S WEST Common Stock,  subject to certain exceptions,  (i) a number of
shares of Qwest Common Stock equal to the True Up Exchange  Ratio (as defined in
the  Merger  Agreement)  and (ii) an amount of cash  equal to the Per Share Cash
True Up (as  defined  in the  Merger  Agreement).  The number of shares of Qwest
Common Stock,  and in the case of the Qwest Cash Election the cash amount,  into
which  shares of U S WEST  Common  Stock will be so  converted  in the Merger is
referred to herein as the "Merger Consideration."                               

     In arriving at our  opinion,  we have  reviewed  the Merger  Agreement  and
certain related  documents.  We also have reviewed  certain  financial and other
information  that was  publicly  available  or  furnished to us by Qwest and U S
WEST, including information provided during discussions with Qwest and U S WEST.
Included in the information  provided during discussions with Qwest and U S WEST
were  certain  financial  projections  of  Qwest  and U S WEST  prepared  by the
managements  of  Qwest  and U S WEST.  In  addition,  we have  compared  certain
financial and securities data of Qwest and U S WEST with various other companies
whose  securities are traded in public  markets,  reviewed the historical  stock
prices and trading  volumes of Qwest  Common  Stock and U S WEST  Common  Stock,
reviewed  prices and premiums paid in certain other business  combinations,  and
conducted such other financial studies, analyses and investigations as we deemed
appropriate for purposes of this opinion.                                       

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     In rendering our opinion,  we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available to
us from public  sources,  that was  provided  to us by Qwest,  U S WEST or their
respective representatives, or that was otherwise reviewed by us. In particular,
we have relied upon the estimates of the managements of Qwest and U S WEST as to
the operating  synergies  anticipated to result from the proposed  Merger.  With
respect to the financial  projections relating to Qwest and U S WEST supplied to
us, we have relied on representations that they have been reasonably prepared on
the basis reflecting the best currently available estimates and judgments of the
managements  of Qwest  and U S WEST as to the  future  operating  and  financial
performance  of Qwest and U S WEST and the operating  synergies  anticipated  to
result from the  proposed  Merger.  We have not assumed any  responsibility  for
making any independent evaluation of any assets or liabilities or for making any
independent  verification  of any of the  information  reviewed  by us.  We have
assumed that in the course of obtaining the necessary regulatory and third party
consents for the proposed Merger and the transactions  contemplated  thereby, no
restriction  will be  imposed  that will have a material  adverse  effect on the
contemplated  benefits of the proposed Merger or the  transactions  contemplated
thereby.  In addition,  we have relied as to certain  legal matters on advice of
counsel to Qwest.                                                               

     Our opinion is necessarily based on economic,  market,  financial and other
conditions as they exist on, and on the information  made available to us as of,
the date of this  letter.  It should be  understood  that,  although  subsequent
developments  may affect this opinion,  we do not have any obligation to update,
revise or reaffirm this opinion.  We are  expressing no opinion herein as to the
prices at which Qwest Common Stock will actually  trade at any time. Our opinion
does not address the  relative  merits of the Merger  Agreement  or the proposed
Merger  or other  business  strategies  being  considered  by  Qwest's  Board of
Directors,  nor does it address the Board's  decision to proceed with the Merger
Agreement or the Merger. Our opinion does not constitute a recommendation to any
stockholder with respect to the Merger Agreement or the proposed Merger.        

     Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its
investment banking services, is regularly engaged in the valuation of businesses
and securities in connection with mergers,  acquisitions,  underwritings,  sales
and  distributions  of listed and unlisted  securities,  private  placements and
valuations  for  corporate  and other  purposes.  DLJ has  performed  investment
banking and other  services for Qwest in the past and has been  compensated  for
such services.                                                                  

     Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that, as of the date hereof, the Merger  Consideration is fair to
the holders of Qwest Common Stock from a financial point of view.               

                 Very truly yours,

                            DONALDSON, LUFKIN & JENRETTE
                      SECURITIES CORPORATION

                         By: /s/ Louis P. Friedman
                                     -----------------------------
                         Louis P. Friedman
                         Managing Director

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ANNEX D                                                                         

 (Letterhead of Merrill Lynch)

                                                             July 18, 1999

Board of Directors                                                              
U S WEST, Inc.                                                                  
1801 California Street                                                          
Denver, Colorado 80202                                                          

Members of the Board of Directors:                                              

         U S WEST, Inc. ("U S WEST") and Qwest Communications International Inc.
("Qwest")  have  entered  into an  Agreement  and Plan of  Merger  (the  "Merger
Agreement")  pursuant  to which U S WEST  will  merge  with and into  Qwest in a
transaction (the "Merger") in which each outstanding  share of common stock, par
value $.01 per share,  of U S WEST ("U S WEST Common  Stock") (other than shares
of U S WEST Common Stock owned by U S WEST or any of its  subsidiaries)  will be
converted  into the number of shares of common stock,  par value $.01 per share,
of Qwest ("Qwest  Common  Stock") (and possibly an amount in cash) as determined
in accordance  with Sections 2.02 and 2.09 of the Merger  Agreement (the "Merger
Consideration").                                                                

         You have asked us whether, in our opinion,  the Merger Consideration is
fair from a financial point of view to the holders of U S WEST                  
Common Stock.                                                                   

         In  arriving  at the  opinion  set forth  below,  we have,  among other
things:                                                                         

     (1) Reviewed certain publicly available business and financial  information
relating to U S WEST and Qwest that we deemed to be relevant;                   

     (2) Reviewed certain information,  including financial forecasts,  relating
to the business,  earnings, cash flow, assets,  liabilities and prospects of U S
WEST and Qwest, as well as the amount and timing of the cost savings and related
expenses  and  synergies  expected  to result  from the  Merger  (the  "Expected
Synergies") furnished to us by U S WEST and Qwest, respectively;                

     (3)  Conducted   discussions   with  members  of  senior   management   and
representatives  of U S WEST and  Qwest  concerning  the  matters  described  in
clauses 1 and 2 above,  as well as their  respective  businesses  and  prospects
before and after giving effect to the Merger and the Expected Synergies;        

     (4) Reviewed the market  prices and  valuation  multiples for shares of U S
WEST Common Stock and the Qwest  Common  Stock and  compared  them with those of
certain publicly traded companies that we deemed to be relevant;                

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     (5) Reviewed the results of  operations  of U S WEST and Qwest and compared
them  with  those of  certain  publicly  traded  companies  that we deemed to be
relevant;                                                                       

     (6) Compared the proposed  financial terms of the Merger with the financial
terms of certain other transactions that we deemed to be relevant;              

     (7)   Participated   in  certain   discussions   and   negotiations   among
representatives of U S WEST and Qwest and their financial and legal advisors;   

(8) Reviewed the potential pro forma impact of the Merger;            

(9) Reviewed the Merger Agreement; and                                

     (10)  Reviewed  such other  financial  studies and  analyses  and took into
account such other matters as we deemed  necessary,  including our assessment of
general economic, market and monetary conditions.                               

         In preparing  our  opinion,  we have assumed and relied on the accuracy
and completeness of all information  supplied or otherwise made available to us,
discussed with or reviewed by or for us, or publicly available,  and we have not
assumed any  responsibility  for  independently  verifying  such  information or
undertaken  an  independent  evaluation  or  appraisal  of any of the  assets or
liabilities of U S WEST or Qwest or been  furnished with any such  evaluation or
appraisal.  In  addition,  we have not  assumed  any  obligation  to conduct any
physical  inspection of the properties or facilities of U S WEST or Qwest.  With
respect  to the  financial  forecast  information  and  the  Expected  Synergies
furnished  to or  discussed  with us by U S WEST or Qwest,  we have assumed that
they have been  reasonably  prepared  and reflect the best  currently  available
estimates  and judgment of U S WEST's or Qwest's  management  as to the expected
future  financial  performance of U S WEST or Qwest, as the case may be, and the
Expected  Synergies.  We have further  assumed that the Merger will be accounted
for as a  purchase  by U S WEST of Qwest  under  generally  accepted  accounting
principles  and  that it will  qualify  as a  tax-free  reorganization  for U.S.
federal  income tax  purposes.  We have also  assumed that the final form of the
Merger Agreement will be substantially similar to the last draft reviewed by us.

         Our  opinion is  necessarily  based  upon  market,  economic  and other
conditions  as they exist and can be evaluated on, and on the  information  made
available  to us as of, the date  hereof.  We have assumed that in the course of
obtaining the necessary  regulatory or other consents or approvals  (contractual
or  otherwise)  for the  Merger,  no  restrictions,  including  any  divestiture
requirements or amendments or modifications,  to the Merger  Agreement,  will be
imposed that will have a material adverse effect on the contemplated benefits of
the Merger.                                                                     

          We are acting as financial  advisor to U S WEST in connection with the
Merger  and will  receive a fee from U S WEST for our  services,  a  significant
portion of which is contingent upon the consummation of the                     
Merger. In addition,                                                            
U S WEST has agreed to indemnify us for certain  liabilities  arising out of our
engagement.  We are currently and have, in the past, provided financial advisory
and financing  services to U S WEST and Qwest (and certain of their  affiliates)
and may  continue  to do so and have  received,  and may  receive,  fees for the
rendering of such services. In addition, in the ordinary course of our business,
we may actively trade shares of U S WEST Common Stock and other  securities of U
S WEST,  as well as shares of Qwest Common Stock and other  securities of Qwest,
for our own account and for the accounts of customers and,  accordingly,  may at
any time hold a long or short position in such securities.                      

     This  opinion is for the use and benefit of the Board of  Directors  of U S
WEST. Our opinion does not address the merits of the underlying  decision by U S
WEST to engage in the Merger and does not                                       

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constitute  a  recommendation  to any  shareholder  of U S WEST  as to how  such
shareholder  should vote on the proposed  Merger or any matter related  thereto.
Also our opinion does not address the relative  merits,  financial or otherwise,
of the Merger as compared to any  alternative  transaction or business  strategy
that may be available to U S WEST.                                              

         We are not  expressing any opinion herein as to the prices at which the
shares of U S WEST Common Stock or Qwest Common Stock will trade  following  the
announcement or consummation of the Merger.                                     

         On the basis of and  subject to the  foregoing,  we are of the  opinion
that, as of the date hereof,  the Merger  Consideration is fair from a financial
point of view to the holders of U S WEST Common Stock.                          

     Very truly yours,

                               Merrill Lynch, Pierce, Fenner & Smith, Inc.

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ANNEX E                                                                         

[Letterhead of Lehman Brothers] 

                                                         July 18, 1999

Board of Directors                                                              
U S WEST, Inc.                                                                  
1801 California Street                                                          
Denver, Colorado 80202                                                          

Members of the Board:                                                           

    We understand  that U S WEST,  Inc. ("U S WEST" or the  "Company") and Qwest
Communications  International  Inc.  ("Qwest") intend to enter into an Agreement
and Plan of Merger  (the  "Merger  Agreement")  pursuant  to which U S WEST will
merge with and into Qwest,  with Qwest  continuing as the surviving  corporation
(the "Proposed  Transaction").  In the Proposed  Transaction,  each share of the
Company's  Common Stock (the "U S WEST Common  Stock") will be converted  into a
number of shares of Qwest's Common Stock (the "Qwest Common Stock") equal to the
Exchange Ratio (as defined below). The "Exchange Ratio" means (i) $69.00 divided
by (ii) the Qwest Price (as defined below);  provided that if the Qwest Price is
less than $28.26,  the Exchange  Ratio will equal 2.44161 and if the Qwest Price
is greater than $39.90, the Exchange Ratio will equal 1.72932. The "Qwest Price"
means the volume-weighted  average trading price per share of Qwest Common Stock
for the 15 trading days randomly selected from the 30 trading days ending on the
trading day immediately  preceding the consummation of the Proposed Transaction.
If the Qwest Price is less than  $38.70,  Qwest will have the option of paying a
portion of the  consideration to be issued per share of U S WEST Common Stock in
the Proposed  Transaction in cash in lieu of shares of Qwest Common Stock,  with
the actual amount of cash to be paid to be mutually  agreed upon by U S WEST and
Qwest.  In  addition,  U S WEST  will  have the right to  terminate  the  Merger
Agreement  if the trading  price of the Qwest  Common  Stock is less than $22.00
during certain periods prior to the  consummation  of the Proposed  Transaction.
The terms  and  conditions  of the  Proposed  Transaction  are set forth in more
detail in the Merger Agreement.                                                 

    We have been  requested  by the Board of  Directors of the Company to render
our opinion with respect to the fairness, from a financial point of view, to the
holders  of U S WEST  Common  Stock of the  consideration  to be offered to such
stockholders in the Proposed Transaction. We have not been requested to opine as
to, and our opinion does not in any manner  address,  the  Company's  underlying
business decision to proceed with or effect the Proposed Transaction.           

    In  arriving  at our  opinion,  we  reviewed  and  analyzed:  (1) the Merger
Agreement  and the  specific  terms of the  Proposed  Transaction;  (2) publicly
available  information  concerning  the  Company and Qwest that we believe to be
relevant  to our  analysis,  including  without  limitation,  Forms  10-K of the
Company and Qwest for the fiscal year ended  December 31, 1998 and Forms 10-Q of
the Company and Qwest for the three months ended March 31, 1999;  (3)  financial
and operating information with respect to the business, operations and prospects
of the Company furnished to us by                                               

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the Company,  including the expected results for the three months ended June 30,
1999 and certain financial forecasts prepared by the                            
Company; (4)                                                                    
financial and operating information with respect to the business, operations and
prospects of Qwest furnished to us by Qwest,  including the expected results for
the three months ended June 30, 1999 and certain financial forecasts prepared by
Qwest;  (5) a trading history of the U S WEST Common Stock from June 15, 1998 to
the present and of the U S WEST  Communications  Group  Common Stock (the common
stock of the Company's predecessor) from November 1, 1995 to June 12, 1998 and a
comparison  of these trading  histories  with those of other  companies  that we
deemed  relevant;  (6) a trading history of the Qwest Common Stock from June 24,
1997 to the present and a comparison of this trading history with those of other
companies that we deemed relevant;  (7) a comparison of the historical financial
results  and present  financial  condition  of the  Company  with those of other
companies that we deemed  relevant and a comparison of the historical  financial
results and present  financial  condition of Qwest with those of other companies
that we deemed relevant;  (8) third party research analysts' earnings estimates,
valuation analyses, target prices and investment recommendations for the Company
and Qwest;  (9) a comparison of the financial terms of the Proposed  Transaction
with the financial terms of certain other  transactions that we deemed relevant;
(10) the  potential  pro forma  financial  effects of the Proposed  Transaction,
including the cost savings,  operating synergies and strategic benefits expected
by  management  of the  Company and Qwest to result  from a  combination  of the
businesses  of the  Company  and  Qwest;  (11) the terms and  conditions  of the
proposed merger of U S WEST with Global Crossing Ltd. ("Global  Crossing");  and
(12) such  information  relating to the  business,  operations  and prospects of
Global Crossing and Global Crossing's  common stock that we deemed relevant.  We
also  have had  discussions  with  the  managements  of the  Company  and  Qwest
concerning their respective businesses, operations, assets, financial conditions
and   prospects  and  have   undertaken   such  other   studies,   analyses  and
investigations as we deemed appropriate.                                        

    In arriving at our opinion, we have assumed and relied upon the accuracy and
completeness of the financial and other  information used by us without assuming
any  responsibility  for independent  verification of such  information and have
further  relied upon the  assurances of management of the Company and Qwest that
they  are  not  aware  of any  facts  or  circumstances  that  would  make  such
information inaccurate or misleading. With respect to the financial forecasts of
the Company  furnished to us by the Company,  upon advice of the Company we have
assumed that such forecasts have been reasonably  prepared on a basis reflecting
the best  currently  available  estimates and judgments of the management of the
Company as to the  future  financial  performance  of the  Company  and that the
Company will  perform in  accordance  with such  forecasts.  In  addition,  with
respect to the  financial  forecasts  of Qwest  furnished  to us by Qwest,  upon
advice  of U S WEST and Qwest we have  assumed  that  such  forecasts  have been
reasonably prepared on a basis reflecting the best currently available estimates
and judgments of the management of Qwest as to the future financial  performance
of Qwest and that Qwest will perform in  accordance  with such  forecasts.  With
respect to the cost savings, operating synergies and strategic benefits expected
by  management  of the  Company and Qwest to result  from a  combination  of the
businesses  of U S WEST and Qwest,  upon advice of the Company and Qwest we have
assumed that such cost savings,  operating  efficiencies and strategic  benefits
will be realized substantially in accordance with such expectations. In arriving
at our opinion,  we have not conducted a physical  inspection of the  properties
and  facilities  of the  Company  or Qwest  and have  not made or  obtained  any
evaluations or appraisals of the assets or liabilities of the Company or Qwest. 

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    Upon advice of the Company and its legal advisors,  we have assumed that the
receipt  of  shares of Qwest  Common  Stock by  stockholders  of U S WEST in the
Proposed  Transaction  will  qualify  as a  tax-free  transaction  to  U S  WEST
stockholders.  Upon advice of the Company and its legal  advisors,  we also have
assumed  that  consummation  of the  Proposed  Transaction  will not  cause  the
split-off by MediaOne Group,  Inc.  (formerly U S WEST,  Inc.) of the Company on
June  12,  1998  to fail to  qualify  as a  tax-free  transaction.  Our  opinion
necessarily  is based upon market,  economic and other  conditions as they exist
on, and can be evaluated as of, the date of this letter.                        

    In addition,  we do not express any opinion as to the prices at which shares
of the  Qwest  Common  Stock  may trade at any time  prior to or  following  the
consummation  of the Proposed  Transaction and this opinion should not be viewed
as providing any  assurance  that the market value of the shares of Qwest Common
Stock to be held by the holders of U S WEST Common Stock after the  consummation
of the Proposed  Transaction will be in excess of the market value of the shares
of U S WEST  Common  Stock  owned  by such  stockholders  at any  time  prior to
announcement of consummation of the Proposed Transaction.                       

    Based upon and  subject to the  foregoing,  we are of the  opinion as of the
date  hereof  that,  from a financial  point of view,  the  consideration  to be
offered to the holders of U S WEST Common Stock in the Proposed  Transaction  is
fair to such stockholders.                                                      

    We have acted as  financial  advisor to the Company in  connection  with the
Proposed Transaction and will receive a fee for our services, a portion of which
is contingent upon the  consummation of the Proposed  Transaction.  In addition,
the Company has agreed to  indemnify us for certain  liabilities  that may arise
out of the rendering of this opinion.  We also have performed various investment
banking  services  for the Company  and its  predecessor  in the past,  and have
received  customary  fees for  such  services.  In the  ordinary  course  of our
business, we actively trade in the debt and equity securities of the Company and
Qwest  for  our  own  account  and  for  the  accounts  of  our  customers  and,
accordingly, may at any time hold a long or short position in such securities.  

    This  opinion is for the use and  benefit of the Board of  Directors  of the
Company  and is  rendered  to the  Board of  Directors  in  connection  with its
consideration  of the Proposed  Transaction.  This opinion is not intended to be
and does not constitute a recommendation to any stockholder of the Company as to
how such stockholder should vote with respect to the Proposed Transaction.      

                 Very truly yours,

                    LEHMAN BROTHERS INC.

                           By: /s/ George H. Young III
                                      ------------------------------
                           George H. Young III
                         Managing Director

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ANNEX F                                                                         

 SECTION 262 OF THE DELAWARE
 GENERAL CORPORATION LAW

     Section 262 APPRAISAL RIGHTS - (a) Any stockholder of a corporation of this
State who holds  shares of stock on the date of the making of a demand  pursuant
to subsection (d) of this section with respect to such shares,  who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise  complied with  subsection (d) of this section and who has neither
voted in favor of the merger or consolidation  nor consented  thereto in writing
pursuant to Section 228 of this title shall be entitled to an  appraisal  by the
Court of Chancery of the fair value of the  stockholder's  shares of stock under
the circumstances  described in subsections (b) and (c) of this section. As used
in this section,  the word "stockholder"  means a holder of record of stock in a
stock  corporation  and also a member of record of a nonstock  corporation;  the
words  "stock" and "share"  mean and include what is  ordinarily  meant by those
words and also  membership  or  membership  interest  of a member of a  nonstock
corporation;  and  the  words  "depository  receipt"  mean a  receipt  or  other
instrument  issued  by a  depository  representing  an  interest  in one or more
shares, or fractions thereof,  solely of stock of a corporation,  which stock is
deposited with the depository.                                                  

     (b)  Appraisal  rights  shall be  available  for the shares of any class or
series of stock of a constituent  corporation in a merger or consolidation to be
effected  pursuant  to Section  251 (other  than a merger  effected  pursuant to
Section 251(g) of this title),  Section 252,  Section 254,  Section 257, Section
258, Section 263 or Section 264 of this title:                                  

     (1) Provided, however, that no appraisal rights under this section shall be
available  for the  shares of any class or series  of  stock,  which  stock,  or
depository  receipts in respect  thereof,  at the record date fixed to determine
the  stockholders  entitled  to receive  notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or  consolidation,  were either
(i) listed on a national  securities exchange or designated as a national market
system security on an interdealer  quotation system by the National  Association
of Securities  Dealers,  Inc. or (ii) held of record by more than 2,000 holders;
and further  provided that no appraisal rights shall be available for any shares
of stock of the constituent corporation surviving a merger if the merger did not
require  for  its  approval  the  vote  of the  stockholders  of  the  surviving
corporation as provided in subsection (f) of Section 251 of this title.         

     (2)  Notwithstanding  paragraph (1) of this  subsection,  appraisal  rights
under this section  shall be available  for the shares of any class or series of
stock of a constituent  corporation  if the holders  thereof are required by the
terms of an agreement  of merger or  consolidation  pursuant to Section  Section
251,  252,  254,  257,  258,  263 and 264 of this title to accept for such stock
anything except:                                                                

     a. Shares of stock of the  corporation  surviving  or  resulting  from such
merger or consolidation, or depository receipts in respect thereof;             

     b.  Shares of stock of any other  corporation,  or  depository  receipts in
respect  thereof,  which  shares of stock (or  depository  receipts  in  respect
thereof) or depository receipts at the                                          

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effective  date of the  merger  or  consolidation  will be  either  listed  on a
national  securities exchange or designated as a national market system security
on an  interdealer  quotation  system by the National  Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;                     

     c. Cash in lieu of  fractional  shares or  fractional  depository  receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or        

     d. Any combination of the shares of stock,  depository receipts and cash in
lieu of fractional  shares or fractional  depository  receipts  described in the
foregoing subparagraphs a., b. and c. of this paragraph.                        

     (3) In the  event  all of the stock of a  subsidiary  Delaware  corporation
party to a merger  effected  under Section 253 of this title is not owned by the
parent  corporation  immediately prior to the merger,  appraisal rights shall be
available for the shares of the subsidiary Delaware corporation.                

     (c) Any corporation may provide in its  certificate of  incorporation  that
appraisal  rights  under this section  shall be available  for the shares of any
class or series of its stock as a result of an amendment to its  certificate  of
incorporation,  any  merger  or  consolidation  in which  the  corporation  is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation.  If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d) Appraisal rights shall be perfected as follows:                   

     (1) If a proposed merger or  consolidation  for which appraisal  rights are
provided  under this  section is to be  submitted  for  approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with  respect to shares for which  appraisal  rights are  available  pursuant to
subsections (b) or (c) hereof that appraisal rights are available for any or all
of the shares of the constituent corporations,  and shall include in such notice
a copy of this  section.  Each  stockholder  electing to demand the appraisal of
such stockholder's shares shall deliver to the corporation, before the taking of
the vote on the merger or consolidation,  a written demand for appraisal of such
stockholder's  shares.  Such demand will be sufficient if it reasonably  informs
the  corporation  of the identity of the  stockholder  and that the  stockholder
intends thereby to demand the appraisal of such stockholder's shares. A proxy or
vote against the merger or  consolidation  shall not constitute such a demand. A
stockholder electing to take such action must do so by a separate written demand
as herein  provided.  Within 10 days after the effective  date of such merger or
consolidation,   the  surviving  or  resulting  corporation  shall  notify  each
stockholder  of  each  constituent   corporation  who  has  complied  with  this
subsection  and  has not  voted  in  favor  of or  consented  to the  merger  or
consolidation of the date that the merger or consolidation has become effective;
or                                                                              

     (2) If the merger or consolidation  was approved pursuant to Section 228 or
Section 253 of this  title,  each  constituent  corporation,  either  before the
effective  date of the merger or  consolidation  or within ten days  thereafter,
shall notify each of the holders of any class or series of stock of such        

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constituent  corporation who are entitled to appraisal rights of the approval of
the merger or  consolidation  and that appraisal rights are available for any or
all shares of such class or series of stock of such constituent corporation, and
shall  include in such  notice a copy of this  section;  provided  that,  if the
notice is given on or after the effective  date of the merger or  consolidation,
such notice shall be given by the surviving or resulting corporation to all such
holders of any class or series of stock of a  constituent  corporation  that are
entitled to  appraisal  rights.  Such notice may,  and, if given on or after the
effective  date  of  the  merger  or  consolidation,  shall,  also  notify  such
stockholders  of  the  effective  date  of  the  merger  or  consolidation.  Any
stockholder  entitled to appraisal  rights may, within 20 days after the date of
mailing  of such  notice,  demand in writing  from the  surviving  or  resulting
corporation  the  appraisal  of  such  holder's  shares.  Such  demand  will  be
sufficient  if it  reasonably  informs the  corporation  of the  identity of the
stockholder and that the stockholder  intends thereby to demand the appraisal of
such  holder's  shares.  If such  notice  did  not  notify  stockholders  of the
effective date of the merger or consolidation,  either (i) each such constituent
corporation  shall send a second notice before the effective  date of the merger
or  consolidation  notifying each of the holders of any class or series of stock
of such  constituent  corporation  that are entitled to appraisal  rights of the
effective date of the merger or consolidation or (ii) the surviving or resulting
corporation  shall send such a second notice to all such holders on or within 10
days after such effective date; provided, however, that if such second notice is
sent more than 20 days  following the sending of the first  notice,  such second
notice need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded  appraisal of such holder's  shares in accordance with this
subsection.  An  affidavit of the  secretary  or  assistant  secretary or of the
transfer  agent of the  corporation  that is required to give either notice that
such  notice has been given  shall,  in the  absence  of fraud,  be prima  facie
evidence  of  the  facts  stated  therein.   For  purposes  of  determining  the
stockholders entitled to receive either notice, each constituent corporation may
fix, in advance,  a record date that shall be not more than 10 days prior to the
date the notice is given, provided,  that if the notice is given on or after the
effective  date of the merger or  consolidation,  the record  date shall be such
effective  date. If no record date is fixed and the notice is given prior to the
effective  date,  the record date shall be the close of business on the day next
preceding the day on which the notice is given.                                 

     (e)  Within  120  days   after  the   effective   date  of  the  merger  or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with  subsections  (a) and (d) hereof and who is otherwise  entitled to
appraisal  rights,  may file a petition  in the Court of  Chancery  demanding  a
determination   of  the   value  of  the   stock   of  all  such   stockholders.
Notwithstanding  the  foregoing,  at any time within 60 days after the effective
date of the merger or  consolidation,  any  stockholder  shall have the right to
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or  consolidation.  Within 120 days after the effective  date of
the  merger  or  consolidation,  any  stockholder  who  has  complied  with  the
requirements of subsections (a) and (d) hereof,  upon written request,  shall be
entitled to receive from the corporation  surviving the merger or resulting from
the  consolidation a statement  setting forth the aggregate number of shares not
voted in favor of the merger or consolidation  and with respect to which demands
for appraisal have been received and aggregate number of holders of such shares.
Such written  statement shall be mailed to the stockholder  within 10 days after
such  stockholder's  written  request  for such a  statement  is received by the
surviving or resulting  corporation  or within 10 days after  expiration  of the
period for  delivery  of demands  for  appraisal  under  subsection  (d) hereof,
whichever is later.                                                             

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     (f) Upon the filing of any such  petition  by a  stockholder,  service of a
copy thereof  shall be made upon the surviving or resulting  corporation,  which
shall  within 20 days after such  service  file in the office of the Register in
Chancery in which the petition was filed a duly  verified  list  containing  the
names and  addresses of all  stockholders  who have  demanded  payment for their
shares and with whom  agreements  as to the value of their  shares have not been
reached by the  surviving or  resulting  corporation.  If the petition  shall be
filed  by  the  surviving  or  resulting  corporation,  the  petition  shall  be
accompanied  by such a duly  verified  list.  The  Register in  Chancery,  if so
ordered by the  Court,  shall  give  notice of the time and place  fixed for the
hearing of such  petition by  registered  or certified  mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein  stated.  Such notice shall also be given by 1 or more  publications  at
least  1  week  before  the  day of  the  hearing,  in a  newspaper  of  general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems  advisable.  The forms of the notices by mail and by publication
shall be  approved  by the Court,  and the costs  thereof  shall be borne by the
surviving or resulting corporation.                                             

     (g) At the  hearing  on  such  petition,  the  Court  shall  determine  the
stockholders who have complied with this section and who have become entitled to
appraisal  rights.  The Court may require the  stockholders who have demanded an
appraisal for their shares and who hold stock  represented  by  certificates  to
submit  their  certificates  of stock to the  Register in Chancery  for notation
thereon of the pendency of the  appraisal  proceedings;  and if any  stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

     (h) After determining the stockholders entitled to an appraisal,  the Court
shall appraise the shares, determining their fair value exclusive of any element
of value  arising  from the  accomplishment  or  expectation  of the  merger  or
consolidation,  together  with a fair rate of interest,  if any, to be paid upon
the amount  determined to be fair value.  In  determining  such fair value,  the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors,  including the rate of
interest which the surviving or resulting  corporation  would have had to pay to
borrow money  during the pendency of the  proceeding.  Upon  application  by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion,  permit discovery
or other pretrial  proceedings and may proceed to trial upon the appraisal prior
to the final  determination  of the  stockholder  entitled to an appraisal.  Any
stockholder  whose name appears on the list filed by the  surviving or resulting
corporation  pursuant to  subsection  (f) of this section and who has  submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required,  may  participate  fully  in  all  proceedings  until  it  is  finally
determined that such  stockholder is not entitled to appraisal rights under this
section.                                                                        

     (i) The Court  shall  direct the  payment of the fair value of the  shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto.  Interest may be simple or compound, as the Court
may direct.  Payment shall be so made to each such  stockholder,  in the case of
holders of  uncertificated  stock  forthwith,  and the case of holders of shares
represented  by  certificates  upon  the  surrender  to the  corporation  of the
certificates  representing  such stock.  The  Court's  decree may be enforced as
other decrees in the Court of Chancery may be enforced,  whether such  surviving
or resulting corporation be a corporation of this State or of any state.        

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     (j) The costs of the  proceeding  may be  determined by the Court and taxed
upon the  parties  as the  Court  deems  equitable  in the  circumstances.  Upon
application  of a  stockholder,  the Court  may  order  all or a portion  of the
expenses   incurred  by  any   stockholder  in  connection  with  the  appraisal
proceeding,  including,  without limitation,  reasonable attorney's fees and the
fees and  expenses of experts,  to be charged pro rata  against the value of all
the shares entitled to an appraisal.                                            

     (k) From and after the effective  date of the merger or  consolidation,  no
stockholder who has demanded  appraisal  rights as provided in subsection (d) of
this section  shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other  distributions  on the stock (except  dividends or
other  distributions  payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation);  provided,  however, that
if no  petition  for an  appraisal  shall be filed  within the time  provided in
subsection  (e) of this  section,  or if such  stockholder  shall deliver to the
surviving or resulting  corporation a written  withdrawal of such  stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days  after the  effective  date of the  merger  or  consolidation  as
provided  in  subsection  (e) of this  section or  thereafter  with the  written
approval of the corporation,  then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court,  and such approval may be conditioned  upon such terms as the Court deems
just.                                                                           

     (1) The  shares of the  surviving  or  resulting  corporation  to which the
shares  of such  objecting  stockholders  would  have  been  converted  had they
assented to the merger or consolidation  shall have the status of authorized and
unissued shares of the surviving or resulting corporation.                      

F-5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14A’ Filing		Date		First		Last			Other Filings
		12/31/01		76					13F-HR
		7/18/01		44
		12/31/00		7		147			13F-HR
		7/30/00		7		147
		6/30/00		30		76			13F-HR,  8-K
		5/23/00		109
		5/5/00		90
		1/21/00		90
		1/6/00		90
		1/1/00		33
		12/31/99		90					10-K405,  13F-HR,  8-K
		11/25/99		90
Filed on:		8/16/99		1					SC 13D
		7/27/99		91					8-K/A
		7/26/99		91					8-K
		7/22/99		29
		7/21/99		91					8-K
		7/20/99		91
		7/18/99		10		172			8-K
		7/16/99		10		60
		7/14/99		48		58
		7/13/99		29
		7/12/99		120		160
		7/8/99		134		141
		7/7/99		91					8-K
		6/30/99		53		173			10-Q,  13F-HR
		6/29/99		91					SC 14D1/A
		6/24/99		91					SC 14D1/A
		6/23/99		91
		6/22/99		91					8-K
		6/21/99		91					8-K,  SC 14D1/A
		6/18/99		10		91			8-K,  SC 14D1/A
		6/16/99		29					8-K
		6/15/99		29
		6/14/99		29		109
		6/11/99		10		91			SC 14D1/A
		6/7/99		91					SC 14D1/A
		5/27/99		29
		5/26/99		91					8-K
		5/25/99		29
		5/24/99		60		91			SC 13D/A,  SC 14D1/A
		5/21/99		91					8-K,  SC 13D,  SC 14D1
		5/19/99		29
		5/18/99		29		91			8-K
		5/17/99		49		50
		5/16/99		45		127			8-K
		5/14/99		10		60
		5/12/99		91					8-K
		4/28/99		91
		4/27/99		91
		4/22/99		91					8-K,  SC 13G
		4/19/99		29
		4/7/99		91					8-K
		3/31/99		53		172			10-Q,  13F-HR,  8-K
		3/24/99		91					10-K405/A,  DEF 14A
		3/22/99		89
		3/21/99		89
		3/17/99		14
		2/26/99		91					8-K
		2/25/99		89		91			8-K
		2/23/99		91					8-K
		2/2/99		88
		1/22/99		89		91			8-K
		1/15/99		91					8-K
		1/14/99		91
		1/13/99		91					8-K
		1/12/99		101					8-K
		12/31/98		53		172			10-K,  10-K405/A,  13F-E,  8-K
		12/10/98		89		91
		10/2/98		14
		9/30/98		89					10-Q,  13F-E,  8-K
		6/30/98		62					10-Q,  8-K/A
		6/15/98		53		173
		6/12/98		14		174
		6/4/98		63
		6/1/98		72		127
		5/12/98		91					8-A12B,  8-A12B/A
		5/1/98		91					8-A12B
		3/16/98		89
		2/25/98		60
		2/16/98		89
		1/1/98		67		129
		12/31/97		62		89
		10/25/97		63
		6/24/97		53		173
		5/28/97		91
		3/24/97		89
		12/31/96		62		89
		6/7/96		49
		11/1/95		53		173
		1/1/94		65
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