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<SEC-DOCUMENT>/in/edgar/work/0000912057-00-044474/0000912057-00-044474.txt : 20001012
<SEC-HEADER>0000912057-00-044474.hdr.sgml : 20001012
ACCESSION NUMBER:		0000912057-00-044474
CONFORMED SUBMISSION TYPE:	S-4
PUBLIC DOCUMENT COUNT:		10
FILED AS OF DATE:		20001011

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			U S WEST COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0000068622
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4813
]		IRS NUMBER:				840273800
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-4
			SEC ACT:		
			SEC FILE NUMBER:	333-47772
			FILM NUMBER:		738595
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1801 CALIFORNIA ST
				CITY:			DENVER
				STATE:			CO
				ZIP:			80202
				BUSINESS PHONE:		3038963099
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		1801 CALIFORNIA ST
					CITY:			DENVER
					STATE:			CO
					ZIP:			80202
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	MOUNTAIN STATES TELEPHONE & TELEGRAPH CO
						DATE OF NAME CHANGE:	19910109
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>a2027138zs-4.txt
<DESCRIPTION>FORM S-4
<TEXT>

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-4
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                             ---------------------

                               QWEST CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                  <C>                                  <C>
              COLORADO                               4811                              84-0273800
  (State or Other Jurisdiction of        (Primary Standard Industrial       (I.R.S. Employee Identification
   Incorporation or Organization)        Classification Code Number)                    Number)
</TABLE>

                       1801 CALIFORNIA STREET, SUITE 3800
                             DENVER, COLORADO 80202
                                 (303) 992-1400
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

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

                               ROBERT S. WOODRUFF
           EXECUTIVE VICE-PRESIDENT FINANCE & CHIEF FINANCIAL OFFICER
                               QWEST CORPORATION
                       1801 CALIFORNIA STREET, SUITE 3800
                             DENVER, COLORADO 80202
                                 (303) 992-1400
 (Name, Address, Including Zip Code, and Telephone Number of Agent for Service)

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

                                   COPIES TO:

                            STEVEN L. GROSSMAN, ESQ.
                            RICHARD A. BOEHMER, ESQ.
                             O'MELVENY & MYERS LLP
                        400 SOUTH HOPE STREET 15TH FLOOR
                         LOS ANGELES, CALIFORNIA 90071
                                 (213) 430-6000

        Approximate Date of Commencement of Proposed Sale to the Public:
  AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

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

    If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  / /

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  / /

    If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.  / /

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF              AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
      SECURITIES TO BE REGISTERED            REGISTERED              UNIT               PRICE(1)        REGISTRATION FEE(1)
<S>                                      <C>                  <C>                  <C>                  <C>
7 5/8% Notes due 2003..................    $1,000,000,000            100%            $1,000,000,000          $264,000
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee in
    accordance with Rule 457(f) of the Securities Act of 1933, as amended.

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

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                 SUBJECT TO COMPLETION, DATED OCTOBER   , 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS

                                     [LOGO]

                               QWEST CORPORATION
                    (formerly U S WEST Communications, Inc.)
                    OFFER TO EXCHANGE ALL OF OUR OUTSTANDING
   $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 7 5/8% NOTES DUE JUNE 9, 2003
                                      FOR
   $1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 7 5/8% NOTES DUE JUNE 9, 2003
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

    We hereby offer, upon the terms and subject to the conditions set forth in
this prospectus and the accompanying letter of transmittal (which together
constitute the "exchange offer"), to exchange up to $1,000,000,000 aggregate
principal amount of our new 7 5/8% Notes due June 9, 2003 (the "new 7 5/8%
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of our outstanding 7 5/8%
Notes due June 9, 2003 (the "old 7 5/8% Notes," and collectively with the new
7 5/8% Notes, the "7 5/8% Notes"), which have not been so registered. The terms
of the new 7 5/8% Notes are identical in all material respects to the old 7 5/8%
Notes, except for the absence of certain transfer restrictions relating to the
old 7 5/8% Notes. The new 7 5/8% Notes will evidence the same indebtedness as
the old 7 5/8% Notes, and will be issued pursuant to, and entitled to the
benefits of, the same Indenture that governs the old 7 5/8% Notes.

    We will accept for exchange any and all old 7 5/8% Notes validly tendered
and not withdrawn prior to 5:00 p.m., New York City time, on       unless
extended. The exchange offer is not conditioned upon any principal amount of the
old 7 5/8% Notes being tendered for exchange pursuant to the exchange offer. The
exchange offer is subject to certain other customary conditions. See "The
Exchange Offer--Conditions of the Exchange Offer." We will not receive any
proceeds from the exchange offer.

    Neither our direct parent corporation, Qwest Services Corporation, nor our
ultimate parent corporation, Qwest Communications International Inc. ("QCI"),
will be guaranteeing the payment of principal, premium, if any, or interest on
the 7 5/8% Notes.

    YOU SHOULD CAREFULLY REVIEW THE RISK FACTORS ON PAGE 7 OF THIS PROSPECTUS.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

               The date of this prospectus is             , 2000.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Forward-Looking Information May Prove Inaccurate............      1
Where You Can Find More Information.........................      2
Prospectus Summary..........................................      3
Risk Factors................................................      7
Qwest Corporation...........................................      8
The Exchange Offer..........................................      8
Use of Proceeds.............................................     15
Capitalization of Qwest Corporation.........................     16
Ratio of Earnings to Fixed Charges..........................     16
Description of New 7 5/8% Notes.............................     16
Registration Rights.........................................     24
Certain U.S. Federal Tax Considerations.....................     27
Plan of Distribution........................................     31
Legal Matters...............................................     32
Experts.....................................................     32
</TABLE>

                                       i
<PAGE>
                FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

    This 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 our financial condition, results of operations and
business. These statements include, among others:

    - statements concerning the benefits that we expect will result from our
      business activities and certain transactions we have completed, such as
      increased revenues, decreased expenses and avoided expenses and
      expenditures; and

    - statements of our expectations, beliefs, future plans and strategies,
      anticipated developments and other matters that are not historical facts.

    These statements may be made expressly in this prospectus, or may be
incorporated by reference to other documents filed with the Securities and
Exchange Commission (the "SEC" or the "Commission"). You can find many of these
statements by looking for words such as "believes," "expects," "anticipates,"
"estimates," or similar expressions used in this prospectus or incorporated by
reference in this prospectus.

    These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements. The
risks and uncertainties include those risks, uncertainties and risk factors
identified, among other places, under "Risk Factors" and under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
documents incorporated by reference in this prospects.

    The most important facts that could prevent us from achieving our stated
goals include the following:

    - intense competition in the local exchange, intraLATA (Local Access and
      Transport Areas) toll, wireless and data markets;

    - changes in demand for our products and services;

    - dependence on new product development and acceleration of the deployment
      of advanced new services, such as broadband data, wireless and video
      services, which could require substantial expenditure of financial and
      other resources in excess of contemplated levels;

    - rapid and significant changes in technology and markets;

    - higher than anticipated employee levels, capital expenditures and
      operating expenses;

    - adverse changes in the regulatory or legislative environment impacting the
      competitive environment and service pricing in the local exchange market
      and affecting QCI's business and delays in the ability to begin interLATA
      long-distance services in our 14 state region; and

    - failure to achieve the projected synergies and financial results expected
      to result from the merger of U S WEST, Inc., our former parent corporation
      ("Old U S WEST"), with and into QCI on June 30, 2000 (the "Merger"), on a
      timely basis or at all, and difficulties in combining the operations of
      QCI and Old U S WEST, which could affect our revenues, levels of expenses
      and operating results.

    To the extent that this prospectus contains forward-looking information
regarding QCI, please see the forward-looking information safe harbor statements
contained in documents QCI has filed with the SEC.

    Because the statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. We caution you not to place undue

                                       1
<PAGE>
reliance on the statements, which speak only as of the date of this prospectus
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 we or persons acting on our behalf may issue. We do 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 prospectus or to
reflect the occurrence of unanticipated events.

                      WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, and other information with
the SEC. You may read and copy any document we file at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C., 20549, and in New
York, New York, and Chicago, Illinois. For further information on the public
reference rooms, please call the SEC at 1-800-SEC-0330. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.

    The SEC allows us to "incorporate by reference" into this prospectus certain
information that we file with the SEC, which means that we can disclose
important information to you by referring to that information in this
prospectus. Information incorporated by reference is considered a part of this
prospectus, and later information filed with the SEC will automatically update
and supersede previous information. We incorporate by reference the documents
listed below and any future filings (including filings made after the date on
which the registration statement was initially filed with the SEC and before the
registration statement becomes effective) made by us with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):

    - Our Annual Report on Form 10-K for the year ended December 31, 1999;

    - Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
      and June 30, 2000; and

    - Our Current Reports on Form 8-K filed February 11, 2000, May 1, 2000 and
      May 1, 2000.

    You may obtain a copy of these filings, at no cost, by writing or
telephoning us at:

                              Corporate Secretary
                               Qwest Corporation
                       1801 California Street, Suite 3800
                             Denver, Colorado 80202
                                 (303) 992-1400

    If you would like to request documents from us, please do so by       , 2000
to receive them before the exchange offer expires.

    Documents that QCI has filed with the SEC are available to the public from
the SEC's web site at http://www.sec.gov.

    You should rely only on the information in this prospectus or incorporated
by reference in this prospectus. We have not authorized anyone to provide you
with different information. We are not making any offer of these debt securities
in any state where the offer is not permitted. You should not assume that the
information contained in this prospectus is accurate as of any date other than
the date on the front page of this prospectus.

                                       2
<PAGE>
                               PROSPECTUS SUMMARY

WHO WE ARE

    Qwest Corporation (formerly U S WEST Communications, Inc.) (the "Company" or
"Qwest," which may be referred to as "we," "us," or "our") is a wholly owned
subsidiary of Qwest Services Corporation, which is a wholly owned subsidiary of
QCI. We are a Colorado corporation and our principal executive offices are
located at 1801 California Street, Denver, Colorado 80202, Suite 3800, telephone
number (303) 992-1400.

    We provide communications services to more than 25 million residential and
business customers in the 14 state region (the "Region") comprised of Arizona,
Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota,
Oregon, South Dakota, Utah, Washington and Wyoming. We are organized on the
basis of our products and services and operate in three segments: retail
services, wholesale services and network services. For additional information,
please refer to the documents we have incorporated by reference. See "WHERE YOU
CAN FIND MORE INFORMATION."

THE EXCHANGE OFFER

    On June 9, 2000, we issued $1,000,000,000 aggregate principal amount of
7 5/8% Notes due 2003 to certain initial purchasers in a transaction exempt from
the registration requirements of the Securities Act. The terms of the new 7 5/8%
Notes due 2003 and the old 7 5/8% Notes are substantially identical in all
material respects, except that the new 7 5/8% Notes will be freely transferable
by the holders, except as otherwise provided in this prospectus.

    We are offering to exchange each $1,000 principal amount of new 7 5/8% Notes
(together with the old 7 5/8% Notes, the "7 5/8% Notes") for each $1,000
principal amount of old 7 5/8% Notes.

    Based upon existing interpretations of the Securities Act by the Staff of
the SEC as set forth in several no-action letters to third parties, we believe
that the new 7 5/8% Notes issued in the exchange offer may be offered for resale
or resold by holders without having to comply with the registration and
prospectus delivery requirements of the Securities Act, provided that:

    - the new 7 5/8% Notes are acquired in the ordinary course of the holders'
      business and the holders have no arrangement with any person to engage in
      a distribution of new 7 5/8% Notes; and

    - the holders are not "affiliates" of us or broker-dealers who purchased old
      7 5/8% Notes directly from us to resell under Rule 144A or any other
      available exemption under the Securities Act.

    Each holder, other than a broker-dealer, must represent that it is not an
affiliate of us, is acquiring the new 7 5/8% Notes in the ordinary course of its
business, is not engaged in and does not intend to engage in a distribution of
the new 7 5/8% Notes and has no arrangement to participate in a distribution of
new 7 5/8% Notes. Each broker-dealer that receives new 7 5/8% Notes for its own
account in the exchange offer must acknowledge that it will comply with the
prospectus delivery requirements of the Securities Act in connection with any
resale of the new 7 5/8% Notes. Broker-dealers who acquired old 7 5/8% Notes
directly from us and not as a result of market-making activities or other
trading activities may not participate in the exchange offer and must comply
with the prospectus delivery requirements of the Securities Act in order to
resell the old 7 5/8% Notes.

                                       3
<PAGE>
    We do not intend to seek our own no-action letter from the Staff of the SEC,
and there can be no assurance that the Staff would make a similar determination
with respect to the new 7 5/8% Notes as it has in the no-action letters to third
parties referred to above.

<TABLE>
<S>                                         <C>
Expiration Date...........................  The exchange offer will expire at 5:00 p.m., New York City
                                            time, on             , 2000, or a later date and time to
                                            which we extend it (the "expiration date").

Withdrawal................................  The tender of the old 7 5/8% Notes in the exchange offer may
                                            be withdrawn at any time before 5:00 p.m., New York City
                                            time, on             , 2000, or a later date and time to
                                            which we extend the offer.

Interest On The New 7 5/8% Notes And The
 Old 7 5/8% Notes.........................  Interest on the new 7 5/8% Notes will accrue from the date
                                            of the original issuance of the old 7 5/8% Notes or from the
                                            date of the last periodic payment of interest on the old
                                            7 5/8% Notes, whichever is later. No additional interest
                                            will be paid on the old 7 5/8% Notes tendered and accepted
                                            for exchange. However, old 7 5/8% Notes that are not
                                            tendered or accepted for exchange will continue to accrue
                                            interest.

Procedures For Tendering Old 7 5/8%
 Notes....................................  To accept the exchange offer, you must complete, sign and
                                            date a copy of the letter of transmittal and mail or
                                            otherwise deliver it, together with the old 7 5/8% Notes and
                                            any other required documentation, to the exchange agent at
                                            the address set forth in this prospectus. Persons holding
                                            the old 7 5/8% Notes through the Depository Trust Company
                                            and wishing to accept the exchange offer must do so under
                                            the Depository Trust Company's automated tender offer
                                            program. Under this program, each tendering participant will
                                            agree to be bound by the letter of transmittal.

Exchange Agent............................  Our exchange agent is Bank One Trust Company, National
                                            Association.

Federal Income Tax Considerations.........  In the opinion of our counsel, the exchange of old 7 5/8%
                                            Notes for new 7 5/8% Notes in the exchange offer will not be
                                            a taxable exchange for United States federal income tax
                                            purposes.

Effect Of Not Tendering...................  Old 7 5/8% Notes that are not tendered or that are tendered
                                            but not accepted will continue to be subject to the existing
                                            restrictions on transfer. We will have no further obligation
                                            to register the old 7 5/8% Notes under the Securities Act.
</TABLE>

                                       4
<PAGE>
THE NEW 7 5/8% NOTES

    Some of the terms and conditions described below are subject to important
limitations and exceptions. The "DESCRIPTION OF NEW 7 5/8% NOTES" section of
this prospectus beginning on page 16 contains a more detailed description of the
terms and conditions of the new 7 5/8% Notes.

<TABLE>
<S>                                         <C>
Issuer....................................  Qwest Corporation (formerly U S WEST
                                            Communications, Inc.), a Colorado corporation.

Securities Offered........................  $1,000,000,000 principal amount of new 7 5/8% Notes due
                                            2003.

Maturity..................................  June 9, 2003.

Interest Rate.............................  7 5/8% per annum, calculated using a 360-day year of twelve
                                            30 day months.

Interest Payment Dates....................  Interest on the 7 5/8% Notes is payable semi-annually in
                                            arrears commencing December 9, 2000 and each June 9 and
                                            December 9 thereafter until maturity.

Ranking...................................  The new 7 5/8% Notes will rank equally with all of our other
                                            unsecured and unsubordinated indebtedness. As of
                                            September 30, 2000, we had approximately $7.334 billion of
                                            debt outstanding.

                                            QCI will not be guaranteeing the payment of principal,
                                            premium, if any, or interest on the 7 5/8% Notes.

Optional Redemption.......................  We can redeem the 7 5/8% Notes at any time at a redemption
                                            price determined as described under "DESCRIPTION OF NEW
                                            7 5/8% NOTES--OPTIONAL REDEMPTION" on page   .
</TABLE>

RISK FACTORS

    We urge you to carefully review the risk factors on page 7 for a discussion
of factors you should consider before exchanging your old 7 5/8% Notes for new
7 5/8% Notes.

                                       5
<PAGE>
                            SELECTED FINANCIAL DATA
                             (DOLLARS IN MILLIONS)

    The following table sets forth our selected historical financial
information. The selected historical financial data below should be read in
conjunction with our consolidated financial statements and notes thereto,
included in our Form 10-K for the year ended December 31, 1999 and Form 10-Qs
for the quarters ended March 31, 2000 and June 30, 2000. See "WHERE YOU CAN FIND
MORE INFORMATION."

    The selected historical financial data at December 31, 1999, 1998, 1997 and
1996 and for each of the four years ended December 31, 1999, have been derived
from our consolidated financial statements, which have been audited by Arthur
Andersen LLP, independent public accountants. The selected historical financial
data at December 31, 1995 and for the year ended December 31, 1995, has been
derived from our consolidated financial statements, which have been audited by
PricewaterhouseCoopers LLP, independent accountants. See "EXPERTS." The selected
historical financial data as of June 30, 2000 and for the six months ended
June 30, 2000 are derived from our unaudited consolidated financial statements,
and, in the opinion of management, contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fully our financial position
at June 30, 2000 and results of operations for the six months ended June 30,
2000. Results for the six months ended June 30, 2000 are not necessarily
indicative of results for the full year.

<TABLE>
<CAPTION>
                                                                                      AS OF AND FOR THE SIX
                                                                                          MONTHS ENDED
                                    AS OF AND FOR THE YEAR ENDED DECEMBER 31,               JUNE 30,
                               ----------------------------------------------------   ---------------------
                                 1995       1996       1997       1998       1999       1999        2000
                               --------   --------   --------   --------   --------   ---------   ---------
<S>                            <C>        <C>        <C>        <C>        <C>        <C>         <C>
STATEMENT OF INCOME DATA:
Operating revenues...........  $ 9,284    $ 9,831    $10,083    $10,871    $11,464     $ 5,630     $ 5,973
Operating income(1)..........    2,225      2,400      2,336      2,618      2,960       1,429       1,598
Interest expense.............      386        414        374        386        403         187         244
Net earnings(2)..............    1,121      1,267      1,252      1,335      1,562         756         830

BALANCE SHEET DATA:
Total assets.................   16,350     16,632     17,008     17,578     19,978      18,335      21,618
Total debt...................    6,406      6,209      5,516      5,943      7,092       6,312       8,771
Total equity.................    3,746      4,060      4,400      4,463      4,720       4,462       4,507

OPERATING DATA:
EBIDTA(3)....................    4,247      4,501      4,439      4,756      5,253       2,571       2,739
Capital expenditures.........    2,714      2,779      2,605      2,797      4,027       1,627       2,588
Ratio of earnings to fixed
 charges(4)..................     4.86       4.95       5.33       5.55       5.91        5.99        5.11
Telephone network access
 lines in service
 (thousands).................   14,795     15,424     16,033     16,601     17,009      17,078      16,816
Billed access minutes of
 use (millions)
  Interstate.................   47,801     52,039     55,362     58,927     61,854      31,642      30,831
  Intrastate.................    9,504     10,451     11,729     12,366     13,022       6,951       6,370
Telephone company employees..   47,934     45,427     43,749     46,310     46,352      47,044      49,403
Telephone company employees
 per ten thousand access
 lines.......................     32.4       29.5       27.3       27.9       27.3        28.0        28.9
</TABLE>

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

(1) Operating income for the six months ended June 30, 2000 includes
    merger-related expenses of $120. Operating income for 1998 includes
    separation cost from MediaOne Group, Inc. of $94 and an asset impairment
    charge of $35. 1997 operating income includes a $225 regulatory charge

                                       6
<PAGE>
    related primarily to a rate reduction order in the State of Washington. 1996
    operating income includes the current effects of $24 from adopting Statement
    of Financial Accounting Standards ("SFAS") No. 121.

(2) Net earnings for the six months ended June 30, 2000 include merger-related
    expenses of $73. Net earnings for 1998 and fiscal 1998 includes separation
    cost from MediaOne Group, Inc. of $68 and an asset impairment charge of $21.
    1997 net earnings include a $152 regulatory charge related primarily to a
    rate reduction order in the State of Washington, a gain of $48 on the sales
    of certain rural telephone exchanges, and a gain of $32 on the sale of our
    investment in Bell Communications Research, Inc. 1996 net earnings include a
    gain of $36 on the sales of certain rural telephone exchanges and the
    cumulative and current effects of $34 and $15, respectively, from adopting
    SFAS No. 121. 1995 net earnings include a gain of $85 on the sales of
    certain rural telephone exchanges, an extraordinary charge of $8 for early
    extinguishment of debt and $8 for costs associated with the November 1995
    recapitalization.

(3) Earnings before interest, taxes, depreciation, amortization, and other
    ("EBITDA"). We consider EBITDA an important indicator of the operational
    strength and performance of our business. EBITDA, however, should not be
    considered as an alternative to operating or net income as an indicator of
    the performance of our business or as an alternative to cash flows from
    operating activities as a measure of liquidity, in each case determined in
    accordance with generally accepted accounting principles.

(4) See "RATIO OF EARNINGS TO FIXED CHARGES" on page 16.

                                  RISK FACTORS

    You should carefully consider the following discussion of risks, and the
other information included or incorporated by reference in this prospectus in
evaluating us and our business before participating in the exchange offer:

RISK FACTORS RELATED TO THE EXCHANGE

    Holders of old 7 5/8% Notes who do not exchange their old 7 5/8% Notes for
new 7 5/8% Notes will continue to be subject to the restrictions on transfer of
the old 7 5/8% Notes, as set forth in the legends on the old 7 5/8% Notes. The
old 7 5/8% Notes may not be offered or sold unless they are registered under the
Securities Act or are exempt from registration. See "THE EXCHANGE OFFER."

RISKS ASSOCIATED WITH QCI/OLD U S WEST MERGER

    Our parent company expects that the Merger will result in certain benefits
on a combined basis, including operating efficiencies, cost savings, synergies
and other benefits. Achieving the benefits of the Merger on a combined basis may
adversely impact us. An efficient integration of the businesses on a combined
basis will require considerable effort. Our senior management, which following
the Merger is the same as for our parent company, will be diverted to achieving
these combined benefits. Both difficulties encountered in the transition and
integration process, and decisions made for the benefit of the combined
entities, could have a material adverse effect on our revenues, levels of
expenses and operating results. No assurance can be given that QCI will succeed
in integrating in a timely manner or without encountering significant
difficulties or that the expected operating efficiencies, cost savings,
synergies and other benefits from the integration will be realized, and if
realized on a combined basis, will benefit us on a separate basis. There can be
no assurance that the integration efforts will not have a material adverse
effect on our ability to compete or will not materially affect our ability to
service our debt.

                                       7
<PAGE>
CREDIT RATINGS

    In June, 2000, Moody's Investors Services, Inc., Standard & Poor's Ratings
Services and Fitch Investor Services, Inc. announced their updated credit
ratings for us, post-Merger. All ratings are stable and are not currently under
review.

    The current credit ratings for our senior unsecured indebtedness are as
follows:

<TABLE>
<CAPTION>
              MOODY'S                          STANDARD & POOR'S                           FITCH
      INVESTORS SERVICES, INC.                  RATING SERVICES                   INVESTOR SERVICES, INC.
      ------------------------                 -----------------                  -----------------------
<S>                                   <C>                                   <C>
                 A2                                   BBB+                                   A
</TABLE>

OTHER RISKS

    We may decide to accelerate the deployment of additional services and/or
advanced new services to customers, such as broadband data and wireless, which
would require substantial expenditure of financial and other resources. Such
acceleration could have a material adverse effect on our financial condition or
results of operations.

                               QWEST CORPORATION

    We provide communications services to more than 25 million residential and
business customers in the Region. We are organized on the basis of our products
and services and operate in three segments: retail services, wholesale services
and network services.

    We are incorporated under the laws of the State of Colorado and have our
principal offices at 1801 California Street, Denver, Colorado 80202, Suite 3800,
telephone number (303) 992-1400. We are a wholly owned subsidiary of Qwest
Services Corporation, which is a wholly owned subsidiary of QCI.

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

    We originally issued and sold the old 7 5/8% Notes on June 9, 2003 in an
offering exempt from registration under the Securities Act in reliance upon the
exemptions provided by the Securities Act. Accordingly, the old 7 5/8% Notes may
not be transferred in the United States unless registered or unless an exemption
from the registration requirements of the Securities Act and applicable state
securities laws is available.

    As a condition to the sale of the old 7 5/8% Notes, we and the initial
purchasers of the old 7 5/8% Notes (the "initial purchasers") entered into a
registration rights agreement dated as of June 5, 2000 (the "Registration Rights
Agreement"). In the Registration Rights Agreement, we agreed that we would use
our reasonable best efforts to:

    - file with the SEC a registration statement under the Securities Act with
      respect to the new 7 5/8% Notes within 150 calendar days of June 9, 2000
      (or by November 6, 2000);

    - cause a registration statement to be declared effective under the
      Securities Act within 180 calendar days after June 9, 2000 (or by
      December 6, 2000);

    - keep the exchange offer open for not less than 30 calendar days (or longer
      if required by applicable law) after the date that notice of the exchange
      offer is mailed to the holders of the old 7 5/8% Notes; and

    - consummate the exchange offer within 225 calendar days of June 9, 2000 (or
      by January 20, 2001).

                                       8
<PAGE>
    We have filed a copy of the Registration Rights Agreement as an exhibit to
the registration statement of which this prospectus is a part. The registration
statement satisfies certain of our obligations under the Registration Rights
Agreement.

TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING OLD 7 5/8% NOTES

    This prospectus and the accompanying letter of transmittal together make up
the exchange offer. On the terms and subject to the conditions set forth in this
prospectus and the letter of transmittal, we will accept for exchange any old
7 5/8% Notes that are properly tendered on or before the expiration date unless
they are withdrawn as permitted below. We will issue $1,000 principal amount of
new 7 5/8% Notes in exchange for each $1,000 principal amount at maturity of
outstanding old 7 5/8% Notes surrendered in the exchange offer. Holders of the
old 7 5/8% Notes may tender some or all of their old 7 5/8% Notes. Old 7 5/8%
Notes, however, may be exchanged only in integral multiples of $1,000. The form
and terms of the new 7 5/8% Notes are the same as the form and terms of the old
7 5/8% Notes except that the exchange will be registered under the Securities
Act and the new 7 5/8% Notes will not bear legends restricting their transfer.

    The new 7 5/8% Notes will evidence the same debt as the old 7 5/8% Notes and
will be issued under the same indenture.

    The exchange offer is not conditioned upon any minimum principal amount of
old 7 5/8% Notes being tendered. As of the date of this prospectus, an aggregate
of $1,000,000,000 in principal amount at maturity of the old 7 5/8% Notes is
outstanding. This prospectus is first being sent on or about       , 2000, to
all holders of old 7 5/8% Notes known to us.

    Holders of the old 7 5/8% Notes do not have any appraisal or dissenters'
rights under the indenture in connection with the exchange offer.

    We may, at any time or from time to time, extend the period of time during
which the exchange offer is open and delay acceptance for exchange of any old
7 5/8% Notes, by giving written notice of the extension to the holders as
described below. During the extension, all old 7 5/8% Notes previously tendered
will remain subject to the exchange offer and may be accepted for exchange by
us. Any old 7 5/8% Notes not accepted for exchange for any reason will be
returned without expense to the tendering holder as promptly as practicable
after the expiration of the exchange offer.

    We reserve the right to amend or terminate the exchange offer if any of the
conditions of the exchange offer are not met. The conditions of the exchange
offer are specified below under "--Conditions of the Exchange Offer." We will
give written notice of any extension, amendment, nonacceptance or termination to
the holders of the old 7 5/8% Notes as promptly as practicable. Any extension to
be issued by means of a press release or other public announcement will be
issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

PROCEDURES FOR TENDERING OLD 7 5/8% NOTES

    The tender of old 7 5/8% Notes by a holder as set forth below and the
acceptance by us will create a binding agreement between the tendering holder
and us upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal. Except as set forth below, a
holder who wishes to tender old 7 5/8% Notes for exchange must send a completed
and signed letter of transmittal, including all other documents required by the
letter of transmittal, to the exchange agent at one of the addresses set forth
below under "--Exchange Agent" on or before the expiration date. In addition,
either:

    - the exchange agent must receive before the expiration date certificates
      for the old 7 5/8% Notes along with the letter of transmittal;

                                       9
<PAGE>
    - the exchange agent must receive confirmation before the expiration date of
      a book-entry transfer of the old 7 5/8% Notes into the exchange agent's
      account at The Depository Trust Company ("DTC") as described below; or

    - the holder must comply with the guaranteed delivery procedures described
      below.

    The method of delivery of old 7 5/8% Notes, letters of transmittal and all
other required documents, including delivery through DTC, is at the election and
risk of the holders. If the delivery is by mail, we recommend that holders use
registered mail, properly insured, with return receipt requested. In all cases,
holders should allow sufficient time to assure timely delivery. Holders should
not send letters of transmittal or old 7 5/8% Notes to us.

    Some beneficial ownership of old 7 5/8% Notes may be registered in the name
of a broker, dealer, commercial bank, trustee or other nominee. If one of those
beneficial owners wishes to tender, the beneficial owner should contact the
registered holder of the old 7 5/8% Notes promptly and instruct the registered
holder to tender on the beneficial owner's behalf. If one of those beneficial
owners wishes to tender on its own behalf, then before completing and signing
the letter of transmittal and delivering its old 7 5/8% Notes, the beneficial
owner must either register ownership of the old 7 5/8% Notes in the beneficial
owner's name or obtain a properly completed power of attorney from the
registered holder of old 7 5/8% Notes. The transfer of record ownership may take
considerable time. If the letter of transmittal is signed by a person other than
the registered holder of the old 7 5/8% Notes, the old 7 5/8% Notes must be
endorsed or accompanied by appropriate powers of attorney. In either case, the
letter of transmittal must be signed exactly as the name of the registered
holder appears on the old 7 5/8% Notes.

    Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the old 7 5/8% Notes surrendered for exchange are tendered:

    - by a registered holder of the old 7 5/8% Notes who has not completed the
      box entitled "SPECIAL REGISTRATION INSTRUCTIONS" or "SPECIAL DELIVERY
      INSTRUCTIONS" on the letter of transmittal; or

    - for the account of a firm or other entity identified in Rule 17Ad-15 under
      the Exchange Act as an eligible guarantor institution. Eligible guarantor
      institutions include:

       - a member of a registered national securities exchange; or

       - a member of the National Association of Securities Dealers, Inc.; or

       - a commercial bank or trust company having an office or correspondent in
         the United States.

    If signatures on a letter of transmittal or a notice of withdrawal are
required to be guaranteed, the guarantees must be by an eligible guarantor
institution.

    If old 7 5/8% Notes are registered in the name of a person other than a
signer of the letter of transmittal, the old 7 5/8% Notes surrendered for
exchange must be endorsed by the registered holder with the signature guaranteed
by an eligible guarantor institution. Alternatively, the old 7 5/8% Notes may be
accompanied by a written assignment, signed by the registered holder with the
signature guaranteed by an eligible guarantor institution.

                                       10
<PAGE>
    All questions as to the validity, form, eligibility, time of receipt and
acceptance of old 7 5/8% Notes tendered for exchange will be determined by us in
our sole discretion, and our determination will be final and binding. We reserve
the absolute right to reject any tenders of any old 7 5/8% Notes not properly
tendered or any old 7 5/8% Notes whose acceptance might, in our judgment or the
judgment of our counsel, be unlawful. We also reserve the absolute right to
waive any defects or irregularities or conditions of the exchange offer as to
any old 7 5/8% Notes either before or after the expiration date. The
interpretation of the terms and conditions of the exchange offer as to any old
7 5/8% Notes either before or after the expiration date by us will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of old 7 5/8% Notes for exchange must be cured within a
reasonable period of time as we will determine. Neither we, the exchange agent
nor any other person will be under any duty to give notification of any defect
or irregularity with respect to any tender of old 7 5/8% Notes for exchange. Any
old 7 5/8% Notes received by the exchange agent that are not properly tendered
and as to which the defects or irregularities have not been cured or waived will
be returned by the exchange agent to the tendering holders, unless otherwise
provided in the letter of transmittal, as soon as practicable.

    If the letter of transmittal or any old 7 5/8% Notes or powers of attorney
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless waived by us,
those persons must submit proper evidence satisfactory to us of their authority
to act.

    By tendering, each holder will represent to us:

    - that it is not an "affiliate," as defined in Rule 405 of the Securities
      Act, of us, or if it is an affiliate, it will comply with the registration
      and prospectus delivery requirements of the Securities Act to the extent
      applicable;

    - that it is not a broker-dealer tendering Registrable Securities (as
      defined in the Registration Rights Agreement described herein) acquired
      directly from us;

    - that it is acquiring the new 7 5/8% Notes in the ordinary course of its
      business; and

    - at the time of the closing of the exchange offer it has no arrangement or
      understanding to participate in the distribution, within the meaning of
      the Securities Act, of the new 7 5/8% Notes.

    If the holder is a broker-dealer that will receive new 7 5/8% Notes for its
own account in exchange for old 7 5/8% Notes that were acquired as a result of
market-making activities or other trading activities, the holder may be deemed
to be an "underwriter" within the meaning of the Securities Act. Such holder
will be required to acknowledge in the letter of transmittal that it will
deliver a prospectus in connection with any resale of the new 7 5/8% Notes.
However, by so acknowledging and by delivering a prospectus, the holder will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

ACCEPTANCE OF OLD 7 5/8% NOTES FOR EXCHANGE; DELIVERY OF NEW 7 5/8% NOTES

    Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration date, all old 7 5/8% Notes
properly tendered and will issue the new 7 5/8% Notes promptly after acceptance
of the old 7 5/8% Notes. See "--Conditions of the Exchange Offer" below. We will
be deemed to have accepted properly tendered old 7 5/8% Notes for exchange when
we have given oral or written notice to the exchange agent.

    For each old 7 5/8% Note validly tendered to us, the holder of the old
7 5/8% Note will receive a new 7 5/8% Note having a principal amount equal to
the principal amount of the tendered old 7 5/8% Note. The new 7 5/8% Notes will
bear interest at the same rate and on the same terms as the old 7 5/8% Notes.
Consequently, interest on the new 7 5/8% Notes will accrue at a rate of 7 5/8%
per annum and will be

                                       11
<PAGE>
payable semiannually in arrears on December 9, 2000, and each June 9 and
December 9 thereafter until maturity. Interest on each new 7 5/8% Note will
accrue from the last interest payment date on which interest was paid on the
surrendered old 7 5/8% Note or, if no interest has been paid on such old 7 5/8%
Note, from the date of the original issuance thereof.

    The issuance of new 7 5/8% Notes for old 7 5/8% Notes that are accepted for
exchange in the exchange offer will be made only after timely receipt by the
exchange agent of certificates for the old 7 5/8% Notes or a timely book-entry
confirmation of the old 7 5/8% Notes into the exchange agent's account at the
book-entry transfer facility, a completed and signed letter of transmittal and
all other required documents. If any tendered old 7 5/8% Notes are not accepted
for any reason set forth in the terms and conditions of the exchange offer, or
if old 7 5/8% Notes are submitted for a greater amount than the holder desires
to exchange, the unaccepted or non-exchanged old 7 5/8% Notes will be returned
without expense to the tendering holder as promptly as practicable after the
exchange offer expires or terminates. In the case of old 7 5/8% Notes tendered
by book-entry procedures described below, the non-exchanged old 7 5/8% Notes
will be credited to an account maintained with the book-entry transfer facility.

CONDITIONS OF THE EXCHANGE OFFER

    We will not be required to accept for exchange any old 7 5/8% Notes and may
terminate or amend the exchange offer before the expiration date, if we
determine that we are not permitted to effect the exchange offer because of:

    - any changes in law, or applicable interpretations by the SEC; or

    - any action or proceeding is instituted or threatened in any court or
      governmental agency with respect to the exchange offer.

    If we determine that any of the conditions are not satisfied, we may refuse
to accept any old 7 5/8% Notes and return all tendered old 7 5/8% Notes to the
tendering holders or extend the exchange offer and retain all old 7 5/8% Notes
tendered before the expiration date, subject to the rights of holders to
withdraw such old 7 5/8% Notes or waive such unsatisfied conditions with respect
to the exchange offer and accept all properly tendered old 7 5/8% Notes which
have not been withdrawn. If such waiver or amendment constitutes a material
change to the exchange offer, we will promptly disclose such waiver or amendment
by means of a prospectus supplement that will be distributed to the registered
holders of the old 7 5/8% Notes and we will extend the exchange offer to the
extent required by Rule 14e-1 under the Exchange Act.

    Holders may have certain rights and remedies against us under the
Registration Rights Agreement if we fail to close the exchange offer, whether or
not the conditions stated above occur. These conditions are not intended to
modify those rights or remedies. See "REGISTRATION RIGHTS."

BOOK-ENTRY TRANSFER

    The exchange agent will make a request to establish an account for the old
7 5/8% Notes at the book-entry transfer facility for the exchange offer within
two business days after the date of this prospectus, and any financial
institution that is a participant in the book-entry transfer facility's systems
may make book-entry delivery of old 7 5/8% Notes by causing the book-entry
transfer facility to transfer the old 7 5/8% Notes into the exchange agent's
account at the book-entry transfer facility in accordance with the book-entry
transfer facility's procedures for transfer. Although delivery of old 7 5/8%
Notes may be effected through book-entry transfer at the book-entry transfer
facility, the letter of transmittal or facsimile, or an agent's message, with
any required signature guarantees and any other required documents, must be
received by the exchange agent at one of the addresses set forth below under

                                       12
<PAGE>
"--Exchange Agent" on or before the expiration date or the guaranteed delivery
procedures described below must be complied with.

    The term "agent's message" means a message, transmitted by DTC to the
exchange agent and forming a part of a book-entry confirmation, that states that
DTC has received an express acknowledgment from the tendering participant
stating that the participant has received and agrees to be bound by the terms of
the letter of transmittal, and that we may enforce the letter of transmittal
against the participant.

GUARANTEED DELIVERY PROCEDURES

    If a registered holder wishes to tender his old 7 5/8% Notes and the old
7 5/8% Notes are not immediately available, or time will not permit the holder's
old 7 5/8% Notes or other required documents to reach the exchange agent before
the expiration date, or the procedure for book-entry transfer cannot be
completed on time, the old 7 5/8% Notes may nevertheless be exchanged if:

    - the tender is made through an eligible guarantor institution;

    - before the expiration date, the exchange agent has received from the
      eligible guarantor institution an agent's message with respect to
      guaranteed delivery or a completed and signed letter of transmittal, or a
      facsimile, and a notice of guaranteed delivery, substantially in the form
      provided by us. Delivery may be made by facsimile transmission, mail or
      hand delivery. The letter of transmittal and notice of guaranteed delivery
      must set forth the name and address of the holder of the old 7 5/8% Notes
      and the amount of the old 7 5/8% Notes being tendered, state that the
      tender is being made and guarantee that within five trading days on the
      New York Stock Exchange ("NYSE") after the date of signing of the notice
      of guaranteed delivery, the certificates for all physically tendered old
      7 5/8% Notes, in proper form for transfer, or a book-entry confirmation,
      and any other documents required by the letter of transmittal, will be
      deposited by the eligible guarantor institution with the exchange agent;
      and

    - the certificates for all physically tendered old 7 5/8% Notes, in proper
      form for transfer, or a book-entry confirmation and all other documents
      required by the letter of transmittal, are received by the exchange agent
      within five NYSE trading days after the date of signing the notice of
      guaranteed delivery.

WITHDRAWAL RIGHTS

    Tenders of old 7 5/8% Notes may be withdrawn at any time before the close of
business on the expiration date.

    For a withdrawal to be effective, a written notice of withdrawal must be
received by the exchange agent at one of the addresses set forth below under
"--Exchange Agent." Notice may be sent by facsimile transmission, mail or hand
delivery. Any notice of withdrawal must:

    - specify the name of the person who tendered the old 7 5/8% Notes to be
      withdrawn;

    - identify the old 7 5/8% Notes to be withdrawn, including the amount of the
      old 7 5/8% Notes;

    - specify the name, in the case where certificates for old 7 5/8% Notes have
      been transmitted, in which the old 7 5/8% Notes are registered, if
      different from that of the withdrawing holder; and

    - state that such holder of the old 7 5/8% Notes is withdrawing his election
      to have such old 7 5/8% Notes tendered.

    If certificates for old 7 5/8% Notes have been delivered or otherwise
identified to the exchange agent, then, before the release of the certificates
the withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures

                                       13
<PAGE>
guaranteed by an eligible guarantor institution unless the holder is an eligible
guarantor institution. If old 7 5/8% Notes have been tendered under the
procedure for book-entry transfer described above, any notice of withdrawal must
specify the name and number of the account at the book-entry transfer facility
to be credited with the withdrawn old 7 5/8% Notes and otherwise comply with the
procedures of the facility. We will determine all questions as to the validity,
form, eligibility and time of receipt of the notices, and our determination will
be final and binding on all parties. Any old 7 5/8% Notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
exchange offer. Any old 7 5/8% Notes that have been tendered for exchange, but
that are not exchanged for any reason, will be returned to the holder without
cost to the holder as soon as practicable after withdrawal, rejection of tender
or termination of the exchange offer. In the case of old 7 5/8% Notes tendered
by book-entry transfer into the exchange agent's account at the book-entry
transfer facility under the book-entry transfer procedures described above, the
old 7 5/8% Notes will be credited to an account with the book-entry transfer
facility specified by the holder. Properly withdrawn old 7 5/8% Notes may be
re-tendered by following one of the procedures described under "--Procedures for
Tendering Old 7 5/8% Notes" above at any time on or before the expiration date.

EXCHANGE AGENT

    Bank One Trust Company, National Association has been appointed as the
exchange agent for the exchange offer. All signed letters of transmittal should
be directed to the exchange agent at the addresses set forth below. Questions
and requests for assistance, requests for additional copies of this prospectus
or of the letter of transmittal and requests for notices of guaranteed delivery
should be directed to the exchange agent addressed as follows:

<TABLE>
<S>                                                       <C>
                        BY MAIL:                                    BY HAND, OVERNIGHT MAIL OR COURIER:

      Bank One Trust Company, National Association              Bank One Trust Company, National Association

                  Attention: Exchanges                                      Attention: Exchanges
            Global Corporate Trust Services                           Global Corporate Trust Services
         1 Bank One Plaza, Mail Suite IL 1-0122                      One North State Street, 9th Floor
                 Chicago, IL 60670-0122                                      Chicago, IL 60602

                           or                                                        or

      Bank One Trust Company, National Association              Bank One Trust Company, National Association

                  Attention: Exchanges                                      Attention: Exchanges
            Global Corporate Trust Services                           Global Corporate Trust Services
               14 Wall Street, 8th Floor                                 14 Wall Street, 8th Floor
                   New York, NY 10005                                        New York, NY 10005
</TABLE>

                             FOR INFORMATION CALL:
                                 (800) 524-9472
                               Fax: 312-407-8853
                        E-mail: bondholder@em.fcnbd.com

    Delivery of a letter of transmittal to an address other than as set forth
above or transmission of instructions via facsimile other than as set forth
above does not constitute a valid delivery of the letter of transmittal.

                                       14
<PAGE>
FEES AND EXPENSES

    We will not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer and holders who tender old 7 5/8% Notes will
not be required to pay brokerage commissions or fees.

    We will pay the expenses that will be incurred in connection with the
exchange offer. We estimate the expenses will be approximately $500,000.

ACCOUNTING TREATMENT

    For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. The expenses of the exchange offer will be amortized over
the term of the new 7 5/8% Notes.

TRANSFER TAXES

    Holders who instruct us to register new 7 5/8% Notes in the name of a person
other than the registered tendering holder will be responsible for paying any
applicable transfer tax, as will holders who request that old 7 5/8% Notes not
tendered or not accepted in the exchange offer be returned to a person other
than the registered tendering holder. In all other cases, no transfer taxes will
be due.

REGULATORY MATTERS

    We are not aware of any governmental or regulatory approvals that are
required in order to complete the exchange offer.

CONSEQUENCES OF FAILURE TO EXCHANGE

    Participation in the exchange offer is voluntary. Old 7 5/8% Notes that are
not exchanged for new 7 5/8% Notes will remain outstanding, continue to accrue
interest and will be restricted securities. Accordingly, those old 7 5/8% Notes
may only be transferred:

    - to a person who the seller reasonably believes is a qualified
      institutional buyer under Rule 144A under the Securities Act;

    - in an offshore transaction under Rule 903 or Rule 904 of Regulation S
      under the Securities Act; or

    - under Rule 144 under the Securities Act (if available);

    and in accordance with all applicable securities laws of the states of the
United States. Following the consummation of the exchange offer, we will have no
further obligation to such holders to provide for registration under the
Securities Act, except that under certain circumstances, we are required to
file a shelf registration statement under the Securities Act. See "REGISTRATION
RIGHTS."

PAYMENT OF ADDITIONAL INTEREST UPON REGISTRATION DEFAULTS

    If we fail to meet our obligations to complete the exchange offer or file a
shelf registration statement, additional interest will accrue on the 7 5/8%
Notes. For additional information regarding payments of additional interest,
please see "REGISTRATION RIGHTS."

                                USE OF PROCEEDS

    We will not receive any proceeds from the issuance of the new 7 5/8% Notes
or the closing of the exchange offer.

                                       15
<PAGE>
                      CAPITALIZATION OF QWEST CORPORATION

    The following table sets forth, at June 30, 2000 our consolidated historical
capitalization. The table should be read in conjunction with our historical
financial statements and notes thereto included in the documents incorporated by
reference herein. See "WHERE YOU CAN FIND MORE INFORMATION."

<TABLE>
<CAPTION>
                                                                AT JUNE 30, 2000
                                                              ---------------------
                                                              (DOLLARS IN MILLIONS)
<S>                                                           <C>
Short-term debt.............................................         $ 2,328
                                                                     =======
Long-term debt..............................................         $ 6,443
Total shareowner's equity(1)................................           4,507
                                                                     -------
Total capitalization........................................         $10,950
                                                                     =======
</TABLE>

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

(1) We have issued one share of common stock to our parent company, QCI.

                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our ratio of earnings to fixed charges for
each of the periods indicated.

<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                     YEAR ENDED DECEMBER 31,                             JUNE 30,
- -----------------------------------------------------------------   -------------------
        1995              1996       1997       1998       1999       1999       2000
- ---------------------   --------   --------   --------   --------   --------   --------
<S>                     <C>        <C>        <C>        <C>        <C>        <C>
        4.86              4.95       5.33       5.55       5.91       5.99       5.11
</TABLE>

    In determining these ratios, we have computed "earnings" by adding income
before income taxes, extraordinary items and cumulative effect of change in
accounting principle and fixed charges. "Fixed charges" consist of interest on
indebtedness and the portion of rentals representative of the interest factor.

                        DESCRIPTION OF NEW 7 5/8% NOTES

GENERAL

    The new 7 5/8% Notes will be issued as a separate series of debt securities
("Debt Securities") under an indenture dated as of October 15, 1999, as
supplemented and amended from time to time (the "Indenture"), between us and
Bank One Trust Company, National Association (the "Trustee"). The new 7 5/8%
Notes and the old 7 5/8% Notes are considered together to be a single series for
all purposes under the Indenture. The following summaries of the material
provisions of the Indenture do not purport to be complete and are subject to and
are qualified in their entirety by reference to all of the provisions of the
Indenture, which provisions of the Indenture are incorporated herein by
reference. Capitalized and other terms not otherwise defined herein will have
the meanings given to them in the Indenture. You may obtain a copy of the
Indenture from us upon request. See "WHERE YOU CAN FIND MORE INFORMATION."

    The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued under it and provides that Debt Securities may be
issued from time to time in one or more series. As of the date of this
prospectus, the principal amount of Debt Securities outstanding under the
Indenture is $6,590,000,000, including the old 7 5/8% Notes.

    Since the new 7 5/8% Notes will not constitute a separate series of Debt
Securities under the Indenture, holders of old 7 5/8% Notes who do not exchange
such old 7 5/8% Notes for new 7 5/8% Notes

                                       16
<PAGE>
will vote together as a separate series of Debt Securities with holders of such
new 7 5/8% Notes of that series for all relevant purposes under the Indenture.
In that regard, the Indenture requires that certain actions by the holders under
such old 7 5/8% Notes (including acceleration following an Event of Default)
must be taken, and certain rights must be exercised, by specified minimum
percentages of the aggregate principal amount of the outstanding notes of that
series. In determining whether holders of the requisite percentage in principal
amount of the notes of that series have given any notice, consent or waiver or
taken any other action permitted under the Indenture, any old 7 5/8% Notes that
remain outstanding after the exchange offer will be aggregated with the new
7 5/8% Notes and the holders of the old 7 5/8% Notes and the new 7 5/8% Notes
will each vote together as a single series for all purposes. Accordingly, all
references in this section will be deemed to mean, at any time after the
exchange offer is consummated, the requisite percentage in aggregate principal
amount of the old 7 5/8% Notes and the new 7 5/8% Notes.

    The 7 5/8% Notes initially will be limited to $1,000,000,000 aggregate
principal amount. We may "reopen" any series of debt securities and issue
additional securities of that series. The 7 5/8% Notes will be issued only in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. The 7 5/8% Notes are our unsecured obligations and rank
equally with all of our other unsecured and unsubordinated indebtedness.

    The 7 5/8% Notes will bear interest at the rate of 7 5/8% per annum from
June 9, 2000, or from the most recent interest payment date to which interest
has been paid or duly provided for, payable semiannually in arrears on
December 9, 2000, and each June 9 and December 9 thereafter until maturity
(each, an "Interest Payment Date"), to the persons in whose names the 7 5/8%
Notes are registered at the close of business on May 15 or November 15, as the
case may be, immediately preceding such Interest Payment Date. Interest will be
calculated on the basis of a 360-day year of twelve 30-day months. If any
Interest Payment Date, maturity date or redemption date is a Legal Holiday in
New York, New York, the required payment will be made on the next succeeding day
that is not a Legal Holiday as if it were made on the date such payment was due
and no interest will accrue on the amount so payable for the period from and
after such Interest Payment Date, maturity date or redemption date, as the case
may be, to such next succeeding day. "Legal Holiday" means a Saturday, a Sunday
or a day on which banking institutions in The City of New York are not required
to be open. The 7 5/8% Notes will mature and the principal amount will be
payable on June 9, 2003. The 7 5/8% Notes will not have the benefit of any
sinking fund.

    The Trustee, through its corporate trust office in the Borough of Manhattan
in The City of New York (in such capacity, the "Paying Agent") will act as our
paying agent with respect to the 7 5/8% Notes. Payments of principal, premium,
if any, and interest on the 7 5/8% Notes will be made by us through the Paying
Agent to DTC. See "--Book-Entry Only; Delivery and Form."

    The principal of, premium, if any, and interest on the 7 5/8% Notes will be
payable in U.S. dollars or in such other coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts. No service charge will be made for any registration of,
transfer or exchange of 7 5/8% Notes, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The 7 5/8% Notes may be presented for registration of transfer or
exchange at the office of the Paying Agent in the Borough of Manhattan in the
City of New York, or at any other office or agency maintained by us or the
Paying Agent for such purpose.

OPTIONAL REDEMPTION

    The 7 5/8% Notes will be redeemable at our option, in whole at any time or
in part from time to time, on at least 15 days but not more than 60 days prior
written notice mailed to the registered holders thereof, at a redemption price
equal to the greater of (i) 100% of the principal amount of the

                                       17
<PAGE>
7 5/8% Notes to be redeemed or (ii) the sum, as determined by the Quotation
Agent (as defined below), of the present values of the principal amount of the
7 5/8% Notes to be redeemed and the remaining scheduled payments of interest
thereon from the redemption date to June 9, 2003 (the "Remaining Life")
discounted from their respective scheduled payment dates to the redemption date
on a semiannual basis (assuming a 360-day year consisting of 30-day months) at
the Treasury Rate (as defined below) plus 12.5 basis points, plus, in either
case, accrued interest thereon to the date of redemption.

    If money sufficient to pay the redemption price of and accrued interest on
all of the 7 5/8% Notes (or portions thereof) to be redeemed on the redemption
date is deposited with the Trustee or Paying Agent on or before the redemption
date and certain other conditions are satisfied, then on and after such
redemption date, interest will cease to accrue on such 7 5/8% Notes (or such
portion thereof) called for redemption.

    "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.

    "Comparable Treasury Price" means, with respect to any redemption date, the
average of two Reference Treasury Dealer Quotations for such redemption date.

    "Quotation Agent" means the Reference Treasury Dealer appointed by us.

    "Reference Treasury Dealer" means each of Lehman Brothers Inc. and Merrill
Lynch Government Securities Inc., and their successors; provided, however, that
if any of the foregoing will cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), we will substitute
therefor another Primary Treasury Dealer.

    "Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.

    "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue, calculated on the third business day preceding such redemption date using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.

    We may at any time, and from time to time, purchase the 7 5/8% Notes at any
price or prices in the open market or otherwise.

BOOK-ENTRY ONLY; DELIVERY AND FORM

    The new 7 5/8% Notes will initially be issued in the form of global
securities held in book-entry form. The new 7 5/8% Notes will be deposited with
the Trustee as custodian for DTC and DTC or Cede & Co., as its nominee
("Nominee"), will initially be the sole registered holder of the new 7 5/8%
Notes. Except as set forth below, a global security may not be transferred
except as a whole by DTC to Nominee or by Nominee to DTC. Investors may elect to
hold interests in the global securities directly through DTC (in the United
States), Clearstream Banking Luxembourg ("Clearstream Luxembourg") or Morgan
Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), as the case may be, if they are participants in
such systems, or indirectly through organizations that are participants in such
systems. Clearstream Luxembourg and Euroclear will hold interests on behalf of
their participants through customers' securities accounts in Clearstream

                                       18
<PAGE>
Luxembourg and Euroclear's names on the books of their respective depositaries,
which are participants in DTC. Citibank N.A. will act as depositary for
Clearstream Luxembourg and Chase Manhattan Bank New York will act as depositary
for Euroclear (in such capacities, the "U.S. Depositaries").

    When a global security is issued, DTC or its nominee will credit, on its
internal system, the accounts of persons holding through it with the principal
amounts of the individual beneficial interest represented by the global security
purchased by those persons in the offering of the new 7 5/8% Notes. The accounts
were initially designated by the initial purchasers of the old 7 5/8% Notes with
respect to old 7 5/8% Notes sold by the initial purchasers.

    Only participants that have accounts with DTC or persons that hold interests
through participants can own beneficial interests in a global security.
Ownership of beneficial interests by participants in a global security will be
shown on records maintained by DTC or its nominee for the global security, and
that ownership interest will be transferred only through those records.
Ownership of beneficial interests in the global security by persons that hold
through participants will be shown on records maintained by the participant, and
the transfer of that ownership interest within the participant will occur only
through the participant's records.

    The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of the securities in definitive form. Those limits and
laws may make it more difficult to transfer beneficial interests in a global
security. We will make payments on the new 7 5/8% Notes represented by any
global security to DTC or its nominee as the sole registered owner and the sole
holder of the new 7 5/8% Notes represented by the global security. Neither we
nor the Trustee, any agent of ours or the initial purchasers will have any
responsibility for any aspect of DTC's reports relating to beneficial ownership
interests in a global security representing any new 7 5/8% Notes or for
reviewing any of DTC's records relating to the beneficial ownership interests.
DTC has advised us that upon receipt of any payment on any global security, DTC
will immediately credit, on its book-entry registration and transfer system, the
accounts of participants with payments in amounts proportionate to their
beneficial interests in the principal or face amount of the global security.
Payments of interest and principal of global securities held through Clearstream
Luxembourg or Euroclear will be credited to the cash accounts of Clearstream
Luxembourg participants or Euroclear participants, as the case may be, in
accordance with the relevant system's rules and procedures. We expect that
payments by participants to owners of beneficial interests in a global security
held through those participants will be governed by standing instructions and
customary practices as is now the case with securities held for customer
accounts registered in "street name" and will be the sole responsibility of the
participants subject to any statutory or regulatory requirements as may be in
effect from time to time.

    So long as DTC or its nominee is the registered owner of the global
security, DTC or its nominee will be considered the sole owner or holder of the
new 7 5/8% Notes represented by the global security for the purposes of
receiving payment on the new 7 5/8% Notes, receiving notices and for all other
purposes under the Indenture and the new 7 5/8% Notes. Except as provided above,
owners of beneficial interests in a global security will not be entitled to
receive physical delivery of certificated new 7 5/8% Notes and will not be
considered the holders of the global security for any purposes under the
Indenture. Accordingly, each person owning a beneficial interest in a global
security must rely on the procedures of DTC and, if the person is not a
participant, on the procedures of the participant through which the person owns
its interest, to exercise any rights of a holder under the global security or
the Indenture. We understand that under existing industry practices, if we
request any action of holders or an owner of a beneficial interest in a global
security wants to take any action that a holder is entitled to take under the
Indenture, DTC would authorize the participants holding the beneficial interest
to take that action, and the participants would authorize beneficial owners
owning through the participants to take the action on the instructions of
beneficial owners owning through them.

                                       19
<PAGE>
    DTC has advised us that it will take any action permitted to be taken by a
holder of new 7 5/8% Notes only at the direction of a participant to whose
account with DTC interests in the global security are credited and only as to
the portion of the aggregate principal amount of the new 7 5/8% Notes as to
which the participant has given that direction. DTC has advised us that DTC is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a "banking organization" within the meaning of New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the Exchange Act. DTC was created to hold the securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in the securities through electronic
book-entry changes in accounts of the participants. This eliminates the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom own DTC. Access to DTC's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant.

CERTIFICATED NEW 7 5/8% NOTES

    New 7 5/8% Notes represented by a global security are exchangeable for
certificated new 7 5/8% Notes only if:

    - DTC notifies us that it is unwilling or unable to continue as a depository
      for the global security or if at any time DTC ceases to be a registered
      clearing agency, and a successor depository is not appointed by us within
      90 days;

    - we notify the Trustee that the global security will be so transferable,
      registrable and exchangeable; or

    - an event of default with respect to the new 7 5/8% Notes has occurred and
      is continuing.

    Any global security that is exchangeable for certificated new 7 5/8% Notes
under the preceding sentence will be transferred to, and registered and
exchanged for, certificated new 7 5/8% Notes in authorized denominations and
registered in names that DTC or its nominee holding the global security may
direct.

    Subject to the foregoing, a global security is not exchangeable, except for
a global security of the same denomination to be registered in the name of DTC
or its nominee. If a global security becomes exchangeable for certificated new
7 5/8% Notes:

    - certificated new 7 5/8% Notes will be issued only in fully registered form
      in denominations of $1,000 or integral multiples;

    - payments will be made and transfers will be registered at the office or
      agency of us maintained for that purpose; and

    - no service charge will be made for any issuance of the certificated new
      7 5/8% Notes, although we may require payment to cover any tax or
      governmental charge imposed.

GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES

    Settlement for the new 7 5/8% Notes represented by the global securities
will be made in immediately available funds. We will make all payments of
principal and interest on the 7 5/8% Notes in immediately available funds.

    The new 7 5/8% Notes will trade in DTC's Same-Day Funds Settlement System
until maturity, and secondary market trading activity in the new 7 5/8% Notes
will therefore be required by DTC to settle in immediately available funds.

                                       20
<PAGE>
    Secondary market trading between Clearstream Luxembourg participants and/or
Euroclear participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Clearstream Luxembourg and
Euroclear and will be settled using the procedures applicable to conventional
eurobonds in immediately available funds.

    Cross-market transfers between persons holding directly or indirectly
through DTC and persons holding directly or indirectly through Clearstream
Luxembourg or Euroclear participants will be effected in accordance with DTC's
rules on behalf of the relevant European international clearing system by its
U.S Depositary. Such cross-market transactions will require delivery of
instructions to the relevant

    European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving the 7 5/8% Notes in DTC, and making or receiving payment
in accordance with normal procedures for same-day funds settlement applicable to
DTC. Clearstream Luxembourg participants and Euroclear participants may not
deliver instructions directly to DTC.

    Because of time-zone differences, credits of the 7 5/8% Notes received in
Clearstream Luxembourg or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
will be credited the business day following the DTC settlement date. Such
credits or any transactions in such 7 5/8% Notes settled during such processing
will be reported to the relevant Euroclear or Clearstream Luxembourg
participants on such business day. Cash received in Clearstream Luxembourg or
Euroclear as a result of sales of 7 5/8% Notes by or through a Clearstream
Luxembourg participant or a Euroclear participant to a DTC participant will be
received with value on the DTC settlement date but will be available in the
relevant Clearstream Luxembourg or Euroclear cash account only as of the
business day following settlement in DTC.

    Although DTC, Clearstream Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of interests in the global
securities among participants of DTC, Clearstream Luxembourg and Euroclear, they
are under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither we or the Trustee will
have any responsibility for the performance by DTC, Clearstream Luxembourg and
Euroclear, or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.

CERTAIN COVENANTS

    Other than as described below under "--Limitation on Liens," the Indenture
does not contain any provisions that would limit our ability to incur
indebtedness or that would afford holders of 7 5/8% Notes protection in the
event of a sudden and significant decline in our credit quality or a takeover,
recapitalization or highly leveraged or similar transaction involving us.
Accordingly, we could in the future enter into transactions that could increase
the amount of indebtedness outstanding at that time or otherwise adversely
affect our capital structure or credit rating. See "RISK FACTORS."

LIMITATION ON LIENS

    The Indenture contains a covenant that if we mortgage, pledge or otherwise
subject to any lien all or some of our property or assets, we will secure the
7 5/8% Notes, any other outstanding Debt Securities and any of our other
obligations that may then be outstanding and entitled to the benefit of a
covenant similar in effect to such covenant, equally and proportionally with the
indebtedness or

                                       21
<PAGE>
obligations secured by such mortgage, pledge or lien, for as long as any such
indebtedness or obligation is so secured. This covenant does not apply:

    - to the creation, extension, renewal or refunding of (a) mortgages or liens
      created or existing at the time property is acquired, (b) mortgages or
      liens created within 180 days after property is acquired, or
      (c) mortgages or liens securing the cost of construction or improvement of
      property; or

    - to the making of any deposit or pledge to secure public or statutory
      obligations or with any governmental agency at any time required by law in
      order to qualify us to conduct all or some part of our business or in
      order to entitle us to maintain self-insurance or to obtain the benefits
      of any law relating to workmen's compensation, unemployment insurance, old
      age pensions or other social security, or with any court, board,
      commission or governmental agency as security incident to the proper
      conduct of any proceeding before it.

    The Indenture does not prevent any other entity from mortgaging, pledging or
subjecting to any lien any of its property or assets, whether or not acquired
from us (Section 4.03).

AMENDMENT AND WAIVER

    With the written consent of the holders of more than 50% of the principal
amount of the outstanding Debt Securities of each series that will be affected
(with each series voting as a class), we and the Trustee may amend or supplement
the Indenture or modify the rights of the holders of Debt Securities of that
series. Such majority of holders may also waive compliance by us with any
provision of the Indenture, any supplemental indenture or the Debt Securities of
any such series except a default in the payment of principal or interest.
However, without the consent of the holder of each Debt Security affected, an
amendment or waiver may not (Section 9.02):

    - reduce the amount of Debt Securities whose holders must consent to an
      amendment or waiver;

    - change the rate or the time for payment of interest;

    - change the principal or the fixed maturity;

    - waive a default in the payment of principal, premium, if any, or interest;

    - make any Debt Security payable in a different currency; or

    - make any change in the provisions of the Indenture concerning (a) waiver
      of existing defaults (Section 6.04), (b) rights of holders of Debt
      Securities to receive payment (Section 6.07), or (c) amendments and
      waivers with consent of holders of Debt Securities (Section 9.02(a), third
      sentence).

    We and the Trustee may amend or supplement the Indenture without the consent
of any holder of any of the Debt Securities to (Section 9.01):

    - cure any ambiguity, defect or inconsistency in the Indenture or the Debt
      Securities;

    - provide for the assumption of all of our obligations under the Debt
      Securities and the Indenture by any corporation in connection with a
      merger, consolidation or transfer or lease of our property and assets
      substantially as an entirety;

    - provide for uncertificated Debt Securities in addition to or instead of
      certificated Debt Securities;

    - add to the covenants made by us for the benefit of the holders of any
      series of Debt Securities (and if such covenants are to be for the benefit
      of less than all series of Debt Securities, stating

                                       22
<PAGE>
      that such covenants are included solely for the benefit of such series) or
      to surrender any right or power conferred upon us;

    - add to, delete from, or revise the conditions, limitations, and
      restrictions on the authorized amount, terms, or purposes of issue,
      authentication and delivery of the Debt Securities, as set forth in the
      Indenture;

    - make any change that does not adversely affect the rights of any holder of
      Debt Securities in any material respect;

    - provide for the issuance of and establish the form and terms and
      conditions of a series of Debt Securities or to establish the form of any
      certifications required to be furnished pursuant to the terms of the
      Indenture or any series of Debt Securities or to add to the rights of the
      holders of any series of Debt Securities; or

    - secure any Debt Securities as provided under the heading "--Limitation on
      Liens."

CONSOLIDATION, MERGER AND SALE OF ASSETS

    We may, without the consent of the holders of the 7 5/8% Notes or any other
outstanding Debt Securities, consolidate with, merge into or be merged into, or
transfer or lease our property and assets substantially as an entirety to
another entity. However, we may only do this if:

    - the successor entity is a corporation and assumes by supplemental
      indenture all of our obligations under the 7 5/8% Notes, any other
      outstanding Debt Securities and the Indenture; and

    - after giving effect to the transaction, no Default or Event of Default has
      occurred and is continuing.

    After that time, all of our obligations under the 7 5/8% Notes, any other
outstanding Debt Securities and the Indenture terminate (Section 5.01).

EVENTS OF DEFAULT

    Any one of the following is an Event of Default with respect to any series
of Debt Securities, including the 7 5/8% Notes (Section 6.01):

    - if we default in the payment of interest on the Debt Securities of such
      series, and such default continues for 90 days;

    - if we default in the payment of the principal of any Debt Security of such
      series when the same becomes due and payable at maturity, upon redemption,
      or otherwise;

    - if we fail to comply with any of our other agreements in the Debt
      Securities of such series, in the Indenture or in any supplemental
      indenture under which the Debt Securities of such series were issued,
      which failure continues for 90 days after we receive notice from the
      Trustee or the holders of at least 25% in principal amount of all of the
      outstanding Debt Securities of that series; and

    - if certain events of bankruptcy or insolvency occur with respect to us.

    If an Event of Default with respect to the Debt Securities of any series
occurs and is continuing, the Trustee or the holders of at least 25% in
principal amount of all of the outstanding Debt Securities of that series may
declare the principal (or, if the Debt Securities of that series are original
issue discount securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of that series
to be due and payable. When such declaration is made, such principal (or, in the
case of original issue discount securities, such specified amount) will be
immediately due and payable (Section 6.02). The holders of a majority in
principal amount of Debt

                                       23
<PAGE>
Securities of that series may rescind such declaration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived (other than nonpayment of
principal or interest that has become due solely as a result of acceleration).

    Holders of Debt Securities may not enforce the Indenture or the Debt
Securities, except as provided in the Indenture (Section 6.06). The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Debt Securities (Section 7.01(e)). Subject to certain limitations, the holders
of more than 50% in principal amount of the Debt Securities of each series
affected (with each series voting as a class) may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power of the Trustee (Section 6.05). The Trustee may
withhold from holders of Debt Securities notice of any continuing default
(except a default in the payment of principal or interest) if it determines in
good faith that withholding notice is in their interests (Section 7.05).

SATISFACTION AND DISCHARGE

    We may terminate all of our obligations under the 7 5/8% Notes and the
Indenture with respect to the 7 5/8% Notes or any installment of interest on the
7 5/8% Notes if we irrevocably deposit in trust with the Trustee money or U.S.
Government Obligations sufficient to pay, when due, principal and interest on
the 7 5/8% Notes to maturity or redemption or such installment of interest, as
the case may be, and if all other conditions set forth in the 7 5/8% Notes are
met (Section 8.01).

GOVERNING LAW

    The Indenture and the 7 5/8% Notes will be governed by, and construed in
accordance with, the laws of the State of New York, applicable to agreements
made and to be performed wholly within such jurisdiction.

CONCERNING THE TRUSTEE AND THE PAYING AGENT

    We and certain of our affiliates maintain banking and other business
relationships in the ordinary course of business with Bank One Trust Company,
National Association. In addition, Bank One Trust Company, National Association
and certain of its affiliates serve as trustee, authenticating agent, or paying
agent with respect to certain Debt Securities previously issued by us and our
affiliates.

OTHER INDEBTEDNESS

    QCI has issued indebtedness that is currently outstanding under various
indentures. Certain of QCI's indentures contain restrictive covenants limiting
its, and its subsidiaries', ability to pay dividends, make investments, create
liens, sell assets, enter into transactions with affiliates, borrow money,
refinance debt and engage in mergers and consolidations. As a wholly-owned
subsidiary of QCI, we are subject to some of the restrictive covenants contained
in the QCI indentures. We do not believe that these restrictive covenants have a
material adverse effect on our ability to finance our operations.

                              REGISTRATION RIGHTS

    Based on an interpretation by the Staff of the SEC set forth in no-action
letters, and subject to the immediately following sentence, we believe that the
new 7 5/8% Notes to be issued pursuant to the exchange offer may be offered for
resale, resold and otherwise transferred by the holders thereof (other than
holders who are broker-dealers) without further compliance with the registration
and prospectus delivery provisions of the Securities Act. However, any purchaser
of old 7 5/8% Notes who is an affiliate of us or who intends to participate in
the exchange offer for the purpose of distributing the new 7 5/8% Notes, or any
broker-dealer who purchased the old 7 5/8% Notes from us for resale pursuant to
Rule 144A or any other available exemption under the Securities Act:

    - will not be able to rely on the interpretations of the Staff set forth in
      the no-action letters;

                                       24
<PAGE>
    - will not be entitled to tender such old 7 5/8% Notes in the exchange
      offer; and

    - must comply with the registration and prospectus delivery requirements of
      the Securities Act in connection with any sale or transfer of the old
      7 5/8% Notes unless such sale or transfer is made pursuant to an exemption
      from such requirements.

    We do not intend to seek our own no-action letter, and there can be no
assurance that the Staff would make a similar determination with respect to the
new 7 5/8% Notes as it has in such no-action letters to third parties. Each
holder of the old 7 5/8% Notes (other than certain specified holders) who wishes
to exchange the old 7 5/8% Notes for new 7 5/8% Notes in the exchange offer will
be required to represent that:

    - it is not an affiliate of us;

    - it is not a broker-dealer tendering Registrable Securities (as defined in
      the Registration Rights Agreement) acquired directly from us;

    - the Notes to be exchanged for new 7 5/8% Notes in the exchange offer were
      acquired in the ordinary course of its business; and

    - at the time of the exchange offer, it has no arrangement or understanding
      with any person to participate in the distribution (within the meaning of
      the Securities Act) of the new 7 5/8% Notes.

    In addition, in connection with any resale of new 7 5/8% Notes, any
broker-dealer who acquired the new 7 5/8% Notes for its own account as a result
of market-making or other trading activities (a "Participating Broker-Dealer")
and who receives new 7 5/8% Notes in exchange for such old 7 5/8% Notes pursuant
to the exchange offer, may be deemed to be an "underwriter" within the meaning
of the Securities Act and must deliver a prospectus meeting the requirements of
the Securities Act. The SEC has taken the position that Participating
Broker-Dealers may fulfill their prospectus delivery requirements with respect
to the new 7 5/8% Notes other than a resale of an unsold allotment from the
original sale thereof, with the prospectus contained in the registration
statement filed in connection with the exchange offer (the "Exchange Offer
Registration Statement"). Under the Registration Rights Agreement, we are
required to allow Participating Broker-Dealers and other persons, if any,
subject to similar prospectus delivery requirements to use the prospectus
contained in the Exchange Offer Registration Statement in connection with the
resale of such new 7 5/8% Notes for a period of 225 calendar days from the
issuance of the new 7 5/8% Notes.

    If:

    - because of any change in law or in currently prevailing interpretations of
      the Staff, we are not permitted to effect the exchange offer;

    - the exchange offer is not consummated within 225 calendar days of June 9,
      2000; or

    - in the case of any holder that participates in the exchange offer, such
      holder does not receive new 7 5/8% Notes on the date of the exchange that
      may be sold without restriction under state and federal securities laws
      (other than due solely to the status of such holder as our affiliate
      within the meaning of the Securities Act or as a broker-dealer);

then in each case, we will promptly deliver to the holders written notice
thereof; and at our sole expense:

    - as promptly as practicable (but in no event more than 90 days after so
      required or requested pursuant to the Registration Rights Agreement),
      file a shelf registration statement covering resales of the old 7 5/8%
      Notes (the "Shelf Registration Statement");

    - use our reasonable best efforts to cause the Shelf Registration Statement
      to be declared effective under the Securities Act as soon as practicable;
      and

                                       25
<PAGE>
    - use our reasonable best efforts to keep effective the Shelf Registration
      Statement until the earlier of two years (or, if Rule 144(k) is amended to
      provide a shorter restrictive period, such shorter period) after the
      closing date or such time as all of the applicable old 7 5/8% Notes have
      been sold thereunder.

    We will, if a Shelf Registration Statement is filed, provide to each holder
copies of the prospectus that is a part of the Shelf Registration Statement,
notify each such holder when the Shelf Registration Statement for the old 7 5/8%
Notes has become effective and take certain other actions as are required to
permit unrestricted resales of the old 7 5/8% Notes. A holder that sells old
7 5/8% Notes pursuant to the Shelf Registration Statement will be required to be
named as a selling security holder in the related prospectus, to provide
information related thereto and to deliver such prospectus to purchasers, will
be subject to certain of the civil liability provisions under the Securities Act
in connection with such sales and will be bound by the provisions of the
Registration Rights Agreement that are applicable to such a holder (including
certain indemnification rights and obligations). We have no obligation to
include in the Shelf Registration Statement holders who do not deliver such
information to us.

    If we fail to comply with certain provisions of the Registration Rights
Agreement, in each case as described below, then a special interest premium (the
"Special Interest Premium") will become payable in respect of the old 7 5/8%
Notes.

    If:

    - the Exchange Offer Registration Statement is not filed with the SEC on or
      before the 150th calendar day following June 9, 2000 (or by November 6,
      2000);

    - the Exchange Offer Registration Statement is not declared effective on or
      before the 180th calendar day following June 9, 2000 (or by December 6,
      2000); or

    - the exchange offer is not consummated or the Shelf Registration Statement
      is not declared effective on or before the 225th calendar day following
      June 9, 2000 (or by January 20, 2001);

the Special Interest Premium will accrue in respect of the old 7 5/8% Notes,
from and including the next calendar day following each of (a) such 150-day
period in the case of the first bullet listed above, (b) such 180-day period in
the second bullet listed above and (c) such 225-day period in the case of the
third bullet listed above, in each case at a rate equal to 0.25% per annum.

    The aggregate amount of the Special Interest Premium in respect of each of
the old 7 5/8% Notes, payable pursuant to the above provisions, will in no event
exceed 0.25% per annum. If the Exchange Offer Registration Statement is not
declared effective on or before the 225th calendar day following June 9, 2000
and we request holders of old 7 5/8% Notes to provide the information called for
by the Registration Rights Agreement for inclusion in the Shelf Registration
Statement, the old 7 5/8% Notes owned by holders who do not deliver such
information to us when required pursuant to the Registration Rights Agreement
will not be entitled to any Special Interest Premium for any day after the 225th
day following June 9, 2000.

    Upon:

    - filing of the Exchange Offer Registration Statement after the 150-day
      period described above;

    - effectiveness of the Exchange Offer Registration Statement after the
      180-day period described above; or

    - consummation of the exchange offer or the effectiveness of a Shelf
      Registration Statement, as the case may be, after the 225-day period
      described above;

                                       26
<PAGE>
the interest rate on the old 7 5/8% Notes from the day of such filing,
effectiveness or consummation, as the case may be, will be reduced to the
original interest rate set forth on the cover page of this prospectus for the
old 7 5/8% Notes.

    If a Shelf Registration Statement is declared effective pursuant to the
foregoing paragraphs, and if we fail to keep such Shelf Registration Statement
continuously (a) effective or (b) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the SEC and similar events,
or because the prospectus contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, and such failure continues
for more than 60 days (whether or not consecutive) in any twelve-month period
(the 61st day being referred to as the "Default Day"), then from the Default Day
until the earlier of:

    - the date that the Shelf Registration Statement is again deemed effective
      or is usable,

    - the date that is the second anniversary of the closing date (or, if
      Rule 144(k) is amended to provide a shorter restrictive period, such
      shorter period), or

    - the date as of which all of the new 7 5/8% Notes are sold pursuant to the
      Shelf Registration Statement,

the Special Interest Premium in respect of the old 7 5/8% Notes will accrue at a
rate equal to 0.25% per annum.

    If we fail to keep the Shelf Registration Statement continuously effective
or useable for resales pursuant to the preceding paragraph, we will give the
holders notice to suspend the sale of the old 7 5/8% Notes and will extend the
relevant period referred to above during which we are required to keep effective
the Shelf Registration Statement (or the period during which Participating
Broker-Dealers are entitled to use the prospectus included in the Exchange Offer
Registration Statement in connection with the resale of new 7 5/8% Notes) by the
number of days during the period from and including the date of the giving of
such notice to and including the date when holders will have received copies of
the supplemented or amended prospectus necessary to permit resales of the old
7 5/8% Notes or to and including the date on which we have given notice that the
sale of the old 7 5/8% Notes may be resumed, as the case may be.

    Each old 7 5/8% Note contains a legend to the effect that the holder
thereof, by its acceptance thereof, will be deemed to have agreed to be bound by
the provisions of the Registration Rights Agreement.

    The Registration Rights Agreement is governed by, and construed in
accordance with, the laws of the State of New York. This summary of certain
provisions of the Registration Rights Agreement does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all the
provisions of the Registration Rights Agreement, a form of which is available
upon request to us. In addition, the information set forth above concerning
certain interpretations and positions taken by the Staff is not intended to
constitute legal advice, and prospective investors should consult their own
legal advisors with respect to such matters.

                    CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

    The following discussion summarizes certain U.S. federal tax consequences of
an exchange of old 7 5/8% Notes for new 7 5/8% Notes in the exchange offer and
the purchase, beneficial ownership and disposition of new 7 5/8% Notes. For
purposes of this summary, a "U.S. Holder" means a beneficial owner of an old
7 5/8% or a new 7 5/8% Note that is for U.S. federal income tax purposes:

    - an individual who is a citizen or resident of the United States;

                                       27
<PAGE>
    - a corporation, partnership or other business entity created or organized
      under the laws of the United States or any state thereof (including the
      District of Columbia);

    - an estate the income of which is subject to U.S. federal income taxation
      regardless of its source; or

    - a trust with respect to which a court within the United States is able to
      exercise primary supervision over its administration, and one or more
      United States persons have the authority to control all of its substantial
      decisions.

    An individual may, subject to certain exceptions, be deemed to be a resident
of the United States by reason of being present in the United States for at
least 31 days in the calendar year and for an aggregate of at least 183 days
during a three-year period ending in the current calendar year (counting for
such purposes all the days present in the current year, one-third of the days
present in the immediately preceding year, and one-sixth of the days present in
the second preceding year). A "Non-U.S. Holder" is a beneficial owner of an old
7 5/8% Note or a new 7 5/8% Note that is not a U.S. Holder.

    This summary is based on interpretations of the Internal Revenue Code of
1986, as amended (the "Code"), regulations issued thereunder, and rulings and
decisions currently in effect (or in some cases proposed), all of which are
subject to change. Any such change may be applied retroactively and may
adversely affect the federal tax consequences described herein. This summary
addresses only holders that own old 7 5/8% Notes or will own new 7 5/8% Notes as
capital assets and not as part of a "straddle" or a "conversion transaction" for
U.S. federal income tax purposes or as part of some other integrated investment.
This summary does not discuss all of the tax consequences that may be relevant
to particular investors or to investors subject to special treatment under the
U.S. federal income tax laws (such as life insurance companies, tax-exempt
entities, regulated investment companies, securities dealers, and investors
whose functional currency is not the U.S. dollar). Persons considering the
exchange of their old 7 5/8% Notes for new 7 5/8% Notes and persons considering
the purchase of new 7 5/8% Notes should consult their tax advisors concerning
the application of U.S. federal tax laws to their particular situations as well
as any consequences of the exchange of the old 7 5/8% Notes for new 7 5/8% Notes
and of the purchase, beneficial ownership and disposition of new 7 5/8% Notes
arising under the laws of any state or other taxing jurisdiction.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER TO U.S. HOLDERS AND
  NON-U.S. HOLDERS

    The exchange of old 7 5/8% Notes for new 7 5/8% Notes pursuant to the
exchange offer will not be a taxable event for U.S. federal income tax purposes.
U.S. Holders and Non-U.S. Holders will not recognize any taxable gain or loss as
a result of such exchange and will have the same tax basis and holding period in
the new 7 5/8% Notes as they had in the old 7 5/8% Notes immediately before the
exchange.

U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

    TREATMENT OF INTEREST.  Stated interest on the new 7 5/8% Notes will be
taxable to U.S. Holders as ordinary interest income as the interest accrues or
is paid in accordance with the holder's regular method of accounting.

    MARKET DISCOUNT.  If a U.S. Holder acquires a new 7 5/8% Note for an amount
that is less than its principal amount by more than a DE MINIMIS amount
(generally 0.25% of the principal amount multiplied by the number of remaining
whole years to maturity), the amount of the difference will be treated as
"market discount." In the event a U.S. Holder acquires a new 7 5/8% Note with
market discount, unless the U.S. Holder elects to include such market discount
in income as it accrues, a U.S. Holder will be required to treat any principal
payment on, and any gain on the sale, exchange,

                                       28
<PAGE>
retirement or other disposition (including a gift) of, a new 7 5/8% Note as
ordinary income to the extent of any accrued market discount that has not
previously been included in income. In general, market discount on the new
7 5/8% Notes will accrue ratably over the remaining term of the new 7 5/8% Notes
or, at the election of the U.S. Holder, under a constant yield method. In
addition, a U.S. Holder could be required to defer the deduction of all or a
portion of the interest paid on any indebtedness incurred or continued to
purchase or carry a new 7 5/8% Note unless the U.S. Holder elects to include
market discount in income currently. Such an election applies to all debt
instruments held by a taxpayer and may not be revoked without the consent of the
Internal Revenue Service (the "IRS").

    AMORTIZATION OF BOND PREMIUM.  A U.S. Holder that purchases a new 7 5/8%
Note for an amount in excess of its stated principal amount will be considered
to have purchased the Note at a premium. The U.S. Holder may elect to amortize
such premium (as an offset to interest income), using a constant yield method,
over the remaining term of the new 7 5/8% Note (or to an earlier call date if it
results in a smaller amount of amortizable bond premium). Such election, once
made, generally applies to all debt instruments held or subsequently acquired by
the U.S. Holder on or after the first day of the first taxable year to which
such election applies and may be revoked only with the consent of the IRS. A
U.S. Holder that elects to amortize such premium must reduce its tax basis in
the related 7 5/8% Note by the amount of the premium amortized during its
holding period. If a U.S. Holder does not elect to amortize the premium, the
amount of such premium will be included in the U.S. Holder's tax basis for
purposes of computing gain or loss in connection with a taxable disposition of
the new 7 5/8% Note.

SALE OR OTHER DISPOSITION OF NEW 7 5/8% NOTES

    In general, upon the sale, retirement or other taxable disposition of a new
7 5/8% Note, a U.S. Holder will recognize taxable gain or loss equal to the
difference between (i) the amount of the cash and the fair market value of any
property received on the sale, retirement or other taxable disposition (not
including any amount attributable to accrued but unpaid interest or accrued
market discount not previously included in income), and (ii) the U.S. Holder's
adjusted tax basis in the new 7 5/8% Note. A U.S. Holder's adjusted tax basis in
a new 7 5/8% Note generally will be equal to the cost of the Note to such U.S.
Holder, increased by the amount of any market discount previously included in
income by the U.S. Holder and reduced by the amount of any payments received by
the U.S. Holder, other than payments of qualified stated interest, and by the
amount of amortizable bond premium taken into account. Subject to the discussion
of market discount above, gain or loss realized on the sale, retirement or other
taxable disposition of a new 7 5/8% Note will be capital gain or loss.

U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OWNERSHIP
  OF NEW 7 5/8% NOTES

    For purposes of the following summary, interest and gain on the sale,
exchange or other disposition of a new 7 5/8% Note will be considered "U.S.
trade or business income" if such income or gain is:

    - effectively connected with the conduct of a trade or business in the
      United States; or

    - in the case of a treaty resident, attributable to a permanent
      establishment (or, in the case of an individual, to a fixed base) in the
      United States.

    TREATMENT OF INTEREST.  A Non-U.S. Holder that is not subject to U.S.
federal income tax as a result of any direct or indirect connection to the
United States other than its ownership of a new 7 5/8% Note will not be subject
to U.S. federal income or withholding tax in respect of interest income on the
new 7 5/8% Note if:

    - the interest is not U.S. trade or business income;

    - the Non-U.S. Holder provides an appropriate statement on IRS Form W-8 or
      Form W-8BEN, together with all appropriate attachments, signed under
      penalties of perjury, identifying the Non-U.S. Holder and stating, among
      other things, that the Non-U.S. Holder is not a United States person for
      U.S. federal income tax purposes; and

                                       29
<PAGE>
    - the Non-U.S. Holder is not a "10-percent shareholder" or a "related
      controlled foreign corporation" with respect to the Company as specially
      defined for U.S. federal income tax purposes.

    If a new 7 5/8% Note is held through a securities clearing organization or
certain other financial institutions, the organization or institution may
provide a signed statement to eliminate withholding tax. However, in such case,
the signed statement must be accompanied by a copy of the IRS Form W-8 or
Form W-8BEN or the substitute form provided by the beneficial owner to the
organization or institution. For interest paid with respect to a new 7 5/8% Note
after December 31, 2000, a Non-U.S. Holder that is treated as a partnership for
U.S. federal tax purposes generally will be required to provide an IRS
Form W-8IMY and to attach an appropriate certification by each beneficial owner
of the Non-U.S. Holder (including in certain cases, such beneficial owner's
beneficial owners). Prospective investors, including foreign partnerships and
their partners, should consult their tax advisors regarding these possible
additional reporting requirements.

    To the extent these conditions are not met, a 30% withholding tax will apply
to interest income on the new 7 5/8% Note, unless an income tax treaty reduces
or eliminates such tax or unless the interest is U.S. trade or business income
with respect to such Non-U.S. Holder and the Non-U.S. Holder provides an
appropriate statement to that effect. In the latter case, such Non-U.S. Holder
generally will be subject to U.S. federal income tax with respect to all income
from the new 7 5/8% Notes at regular rates applicable to U.S. taxpayers.
Additionally, in such event, Non-U.S. Holders that are corporations could be
subject to a branch profits tax on such income.

    TREATMENT OF DISPOSITIONS OF NEW 7 5/8% NOTES.  In general, a Non-U.S.
Holder will not be subject to U.S. federal income tax on any amount received
(other than amounts in respect of accrued but unpaid interest) upon retirement
or disposition of a new 7 5/8% Note unless such Non-U.S. Holder is an individual
present in the United States for 183 days or more in the taxable year of the
sale, exchange or other disposition and certain other requirements are met, or
unless the gain is U.S. trade or business income. In the latter event, Non-U.S.
Holders generally will be subject to U.S. federal income tax with respect to
such gain at regular rates applicable to U.S. taxpayers. Additionally, in such
event, Non-U.S. Holders that are corporations could be subject to a branch
profits tax on such gain.

    TREATMENT OF NEW 7 5/8% NOTES FOR U.S. FEDERAL ESTATE TAX PURPOSES.  An
individual Non-U.S. Holder (who is not domiciled in the United States for U.S.
federal estate tax purposes at the time of death) will not be subject to U.S.
federal estate tax in respect of a new 7 5/8% Note, so long as the Non-U.S.
Holder is not a "10-percent shareholder" with respect to the Company as
specially defined for U.S. federal income tax purposes and payments of interest
on such new 7 5/8% Note would not have been considered U.S. trade or business
income at the time of such Non-U.S. Holder's death.

U.S. INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX

    Under certain circumstances, the Code requires "information reporting"
annually to the IRS and to each holder of new 7 5/8% Notes, and "backup
withholding" at a rate of 31% with respect to certain payments made on or with
respect to the new 7 5/8% Notes. Backup withholding generally does not apply
with respect to certain holders of new 7 5/8% Notes, including corporations,
tax-exempt organizations, qualified pension and profit sharing trusts and
individual retirement accounts.

    A U.S. Holder may be subject to backup withholding unless such U.S. Holder
provides an IRS Form W-9, signed under penalties of perjury, identifying the
U.S. Holder, providing such U.S. Holder's taxpayer identification number and
certifying such U.S. Holder is not subject to backup withholding.

    A Non-U.S. Holder that provides an IRS Form W-8 or Form W-8BEN, together
with all appropriate attachments, signed under penalties of perjury, identifying
the Non-U.S. Holder and stating that the Non-U.S. Holder is not a United States
person, will not be subject to IRS reporting

                                       30
<PAGE>
requirements and U.S. backup withholding. With respect to interest paid after
December 31, 2000, IRS Forms W-8BEN will generally be required from the
beneficial owners of interests in a Non-U.S. Holder that is treated as a
partnership for U.S. federal income tax purposes.

    The payment of the proceeds on the disposition of a new 7 5/8% Note to or
through the U.S. office of a broker generally will be subject to information
reporting and backup withholding at a rate of 31% unless the Non-U.S. Holder
either certifies its status as a Non-U.S. Holder under penalties of perjury on
IRS Form W-8 or Form W-8BEN (as described above) or otherwise establishes an
exemption. The payment of the proceeds on the disposition of a new 7 5/8% Note
by a Non-U.S. Holder to or through a non-U.S. office of a non-U.S. broker will
not be subject to backup withholding or information reporting unless the
non-U.S. broker is a "U.S. related person" (as defined below). The payment of
proceeds on the disposition of a new 7 5/8% Note by a Non-U.S. Holder to or
through a non-U.S. office of a U.S. broker or a U.S. related person generally
will not be subject to backup withholding but will be subject to information
reporting unless the Non-U.S. Holder certifies its status as a Non-U.S. Holder
under penalties of perjury or the broker has certain documentary evidence in its
files as to the Non-U.S. Holder's foreign status and the broker has no actual
knowledge to the contrary.

    For this purpose, a "U.S. related person" is:

    - a "controlled foreign corporation" as specially defined for U.S. federal
      income tax purposes;

    - a foreign person 50% or more of whose gross income from all sources for
      the three-year period ending with the close of its taxable year preceding
      the payment (or for such part of the period that the broker has been in
      existence) is derived from activities that are effectively connected with
      the conduct of a U.S. trade or business; or

    - for payments made after December 31, 2000, a foreign partnership if at any
      time during its tax year one or more of its partners are United States
      persons who, in the aggregate, hold more than 50% of the income or capital
      interest of the partnership or if, at any time during its taxable year,
      the partnership is engaged in the conduct of a U.S. trade or business.

    Backup withholding is not an additional tax and may be refunded (or credited
against the Non-U.S. Holder's U.S. federal income tax liability, if any),
provided that certain required information is furnished. The information
reporting requirements may apply regardless of whether withholding is required.
Copies of the information returns reporting such interest and withholding also
may be made available to the tax authorities in the country in which a Non-U.S.
Holder is a resident under the provisions of an applicable income tax treaty or
agreement.

                              PLAN OF DISTRIBUTION

    Each Participating Broker-Dealer that receives new 7 5/8% Notes for its own
account in the exchange offer must acknowledge that it acquired the old 7 5/8%
Notes for its own account as a result of market-making or other trading
activities and must agree that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the new
7 5/8% Notes. The letter of transmittal states that by so acknowledging and by
delivering a prospectus, a Participating Broker-Dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. See
"REGISTRATION RIGHTS." A Participating Broker-Dealer may use this prospectus, as
it may be amended or supplemented from time to time, in connection with resales
of new 7 5/8% Notes received in exchange for old 7 5/8% Notes where the old
7 5/8% Notes were acquired as a result of market-making activities or other
trading activities. Under the Registration Rights Agreement, we have agreed that
for a period of 225 calendar days after the expiration date, we will make this
prospectus, as amended or supplemented, available to any Participating
Broker-Dealer for use in connection with any resale of new 7 5/8% Notes.

                                       31
<PAGE>
    We will not receive any proceeds from any sale of the new 7 5/8% Notes by
any Participating Broker-Dealer. New 7 5/8% Notes received by Participating
Broker-Dealers for their own account in the exchange offer may be sold from time
to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the new 7 5/8% Notes
or a combination of the methods of resale, at market prices prevailing at the
time of resale, at prices related to the prevailing market prices or negotiated
prices. Any resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such Participating Broker-Dealer and/or the purchasers of
the new 7 5/8% Notes. Any Participating Broker-Dealer that resells new 7 5/8%
Notes that were received by it for its own account in the exchange offer and any
broker or dealer that participates in a distribution of the new 7 5/8% Notes may
be deemed to be an "underwriter" within the meaning of the Securities Act and
any profit on any resale of new 7 5/8% Notes and any commissions or concessions
received by those persons may be deemed to be underwriting compensation under
the Securities Act. The letter of transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a Participating Broker-Dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

    For a period of 225 calendar days after closing of the exchange offer, we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any Participating Broker-Dealer that requests
the documents in the letter of transmittal. We have agreed to pay all expenses
incident to our performance of, or compliance with, the Registration Rights
Agreement and all expenses incident to the exchange offer, including the
expenses of one counsel for the holders of the old 7 5/8% Notes but excluding
commissions or concessions of any brokers or dealers, and will indemnify the
holders, including any broker-dealers, and certain parties related to the
holders against certain liabilities, including liabilities under the Securities
Act.

    We have not entered into any arrangements or understandings with any person
to distribute the new 7 5/8% Notes to be received in the exchange offer.

                                 LEGAL MATTERS

    Certain legal matters with respect to the 7 5/8% Notes will be passed upon
for us by O'Melveny & Myers, LLP, Los Angeles, California, and by Holme
Roberts & Owen, LLP, Denver, Colorado. O'Melveny & Myers, LLP, Los Angeles,
California is also passing on certain federal income tax matters in connection
with the 7 5/8% Notes.

                                    EXPERTS

    Our consolidated financial statements and schedules as of December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999
included in our Annual Report on Form 10-K filed March 3, 2000, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, which are incorporated by reference in this
prospectus and in the registration statement in reliance upon the authority of
said firm as experts in giving said reports.

                                       32
<PAGE>
                 PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant's Bylaws provide that the Registrant will indemnify an
indemnified representative against any liability incurred in connection with any
proceeding in which the indemnified representative may be involved as a party or
otherwise, by reason of the fact that such person is or was serving in an
indemnified capacity, except to the extent that any such indemnification against
a particular liability is expressly prohibited by applicable law or where a
judgment or other final adjudication adverse to the indemnified representative
establishes, or where the Registrant determines, that his or her acts or
omissions (i) were in breach of such person's duty of loyalty to the Registrant
or its shareholders, (ii) were not in good faith or involved intentional
misconduct or a knowing violation of law, or (iii) resulted in receipt by such
person of an improper personal benefit. The rights granted by the Bylaws will
not be deemed exclusive of any other rights to which those seeking
indemnification, contribution, or advancement of expenses may be entitled under
any statute, certificate or articles of incorporation, agreement, contract of
insurance, vote of shareholders or disinterested directors, or otherwise. The
rights of indemnification and advancement of expenses provided by or granted
pursuant to the Bylaws will continue as to a person who has ceased to be an
indemnified representative in respect of matters arising before such time and
will inure to the benefit of the heirs, executors, administrators, and personal
representatives of such a person.

    The directors and officers of the Registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") which might be incurred by them in such capacities and against
which they cannot be indemnified by the Company.

    The agents, dealers or underwriters who executed the agreements filed as
Exhibit 1 to this registration statement agreed to indemnify our directors and
their officers who signed the registration statement against certain liabilities
which might arise under the Securities Act with respect to information furnished
to us by or on behalf of any such indemnifying party.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

    Exhibits identified in parentheses below are on file with the Commission and
are incorporated herein by reference to such previous filings. All other
exhibits are provided as part of this electronic transmission.

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
- ---------------------                           -----------
<S>                     <C>
(1-A)                   Purchase Agreement, dated June 5, 2000,among the Registrant
                        and Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
                        Smith Incorporated, Banc of America Securities LLC and J.P.
                        Morgan Securities Inc., as representatives of the initial
                        purchasers named therein.

(4-A)                   Registration Rights Agreement, dated June 5, 2000, between
                        the Registrant and the initial purchasers named therein.

(4-B)                   Forms of Letter of Transmittal, Broker Letters and Notice of
                        Guaranteed Delivery.

(4-C)                   Indenture dated as of October 15, 1999 by and between
                        U S WEST Communications, Inc. and Bank One Trust Company, NA
                        as Trustee (Exhibit 4b to Old U S WEST's Form 10-K for the
                        period ended December 31, 1999, File No. 1-3040). The form
                        or forms of debt securities with respect to each particular
                        series of debt securities registered hereunder will be filed
                        as an exhibit to a Current Report on Form 8-K of U S WEST
                        Communications, Inc. and incorporated herein by reference.

(5-A)                   Opinion of O'Melveny & Myers LLP with respect to legality of
                        the securities being registered.
</TABLE>

                                      II-1
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
- ---------------------                           -----------
<S>                     <C>
(5-B)                   Opinion of Holme Roberts & Owen LLP with respect to
                        authority to issue the securities being registered.

(8)                     Opinion of O'Melveny & Myers LLP with respect to certain tax
                        matters (included in Exhibit 5-A.1).

(12)                    Computation of Ratio of Earnings to Fixed Charges.

(23-A)                  Consent of Arthur Andersen LLP.

(23-B)                  Consent of O'Melveny & Myers LLP (included in Exhibit 5-A).

(23-C)                  Consent of Holme Roberts & Owen LLP (included in
                        Exhibit 5-B).

(24)                    Power of Attorney (included on Signature Page).

(25)                    Statement of Eligibility of Trustee (Form T-1).
</TABLE>

ITEM 22. UNDERTAKINGS.

    (a) The undersigned hereby undertakes:

        (1) That before any public reoffering of the securities registered
    hereunder through use of a prospectus which is a part of this registration
    statement, by any person or party who is deemed to be an underwriter within
    the meaning of Rule 145(c) under the Securities Act, the issuer undertakes
    that such reoffering prospectus will contain the information called for by
    the applicable registration form with respect to reofferings by persons who
    may be deemed underwriters, in addition to the information called for by the
    other items of the applicable form.

        (2) That every prospectus (i) that is filed pursuant to
    paragraph (1) immediately preceding, or (ii) that purports to meet the
    requirements of section 10(a)(3) of the Securities Act and is used in
    connection with an offering of securities subject to Rule 415 under the
    Securities Act, will be filed as a part of an amendment to the registration
    statement and will not be used until such amendment is effective, and that,
    for purposes of determining any liability under the Securities Act, each
    such post-effective amendment will be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time will be deemed to be the initial bona fide
    offering thereof.

    (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
(the "Commission") such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

    (c) The undersigned hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail

                                      II-2
<PAGE>
or other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

    (d) The undersigned hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.

    (e) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement will be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.

    (f) The undersigned hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:

           (i) to include any prospectus required by Section 10(a)(3) of the
       Securities Act;

           (ii) to reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement. Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than a 20 percent change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement; and

           (iii) to include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement.

        (2) That, for the purpose of determining any liability under the
    Securities Act, each such post-effective amendment will be deemed to be a
    new registration statement relating to the securities offered therein, and
    the offering of such securities at that time will be deemed to be the
    initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

        (4) For purposes of determining any liability under the Securities Act,
    each filing of the registrant's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act that is incorporated by reference in the
    registration statement will be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time will be deemed to be the initial bona fide offering
    thereof.

                                      II-3
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on the 11th day of October, 2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       QWEST CORPORATION

                                                       By:               /s/ YASH A. RANA
                                                            -----------------------------------------
                                                                           Yash A. Rana
                                                                       ASSISTANT SECRETARY
</TABLE>

                               POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Yash A. Rana as his attorney in fact and
agent, with full power of substitution, for him in any and all capacities, to
sign any and all amendments to this Registration Statement (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on October 11, 2000.

<TABLE>
<C>                                                       <S>
PRINCIPAL EXECUTIVE OFFICER:

                 /s/ JOSEPH P. NACCHIO
      --------------------------------------------        Chairman and Chief Executive Officer
                   Joseph P. Nacchio

PRINCIPAL FINANCIAL OFFICER AND ACCOUNTING OFFICER:

                 /s/ ROBERT S. WOODRUFF
      --------------------------------------------        Executive Vice President Finance & Chief Financial
                   Robert S. Woodruff                     Officer

DIRECTORS:

                  /s/ DRAKE S. TEMPEST
      --------------------------------------------        Director
                    Drake S. Tempest

                 /s/ ROBERT S. WOODRUFF
      --------------------------------------------        Director
                   Robert S. Woodruff
</TABLE>

                                      II-4
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
- ---------------------                           -----------
<S>                     <C>
(1-A)                   Purchase Agreement, dated June 5, 2000, among the Registrant
                        and Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
                        Smith Incorporated, Banc of America Securities LLC and J.P.
                        Morgan Securities Inc., as representatives of the initial
                        purchasers named therein.

(4-A)                   Registration Rights Agreement, dated June 5, 2000, between
                        the Registrant and the initial purchasers named therein.

(4-B)                   Forms of Letter of Transmittal, Broker Letters and Notice of
                        Guaranteed Delivery.

(4-C)                   Indenture dated as of October 15, 1999 by and between
                        U S WEST Communications, Inc. and Bank One Trust Company, NA
                        as Trustee (Exhibit 4b to Form 10-K for the period ended
                        December 31, 1999, File No. 1-3040). The form or forms of
                        debt securities with respect to each particular series of
                        debt securities registered hereunder will be filed as an
                        exhibit to a Current Report on Form 8-K of U S WEST
                        Communications, Inc. and incorporated herein by reference.

(5-A)                   Opinion of O'Melveny & Myers LLP with respect to legality of
                        the securities being registered.

(5-B)                   Opinion of Holme Roberts & Owen LLP with respect to
                        authority to issue the securities being registered.

(8)                     Opinion of O'Melveny & Myers LLP with respect to certain tax
                        matters (included in Exhibit 5-A.1).

(12)                    Computation of Ratio of Earnings to Fixed Charges.

(23-A)                  Consent of Arthur Andersen LLP.

(23-B)                  Consent of O'Melveny & Myers LLP (included in Exhibit 5-A).

(23-C)                  Consent of Holme Roberts & Owen LLP (included in
                        Exhibit 5-B).

(24)                    Power of Attorney (included on Signature Page).

(25)                    Statement of Eligibility of Trustee (Form T-1).
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.A
<SEQUENCE>2
<FILENAME>a2027138zex-1_a.txt
<DESCRIPTION>EXHIBIT 1-A
<TEXT>

<PAGE>





                               PURCHASE AGREEMENT

                          U S WEST COMMUNICATIONS, INC.

                                 $1,000,000,000

                           7 5/8% NOTES DUE JUNE 9, 2003


                                                                   June 5, 2000

Lehman Brothers Inc.
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
Banc of America Securities LLC
J.P. Morgan Securities Inc.

As Representatives of the several
Initial Purchasers named in Schedule I hereto

c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285

Dear Sir/Madam:

         U S WEST Communications, Inc., a Colorado corporation (the
"COMPANY"), confirms its agreement with the several Initial Purchasers listed
in Schedule I hereto (the "INITIAL PURCHASERS") for whom Lehman Brothers Inc.
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
are acting as representatives (the "REPRESENTATIVES"), with respect to the
issue and sale by the Company and the purchase by the Initial Purchasers,
acting severally and not jointly, of the respective principal amounts set
forth in Schedule I of $1,000,000,000 aggregate principal amount of the
Company's 7 5/8% Notes due June 9, 2003 (the "SECURITIES"). The Securities will
be issued under an Indenture dated as of October 15, 1999 (the "INDENTURE"),
between the Company and Bank One Trust Company, NA, as trustee (the "TRUSTEE").

         The Securities will have the benefit of a Registration Rights
Agreement, dated as of June 5, 2000 (the "REGISTRATION RIGHTS AGREEMENT"),
among the Company and the Initial Purchasers, pursuant to which the Company
has agreed, for the benefit of the Initial Purchasers and their respective
direct and indirect transferees and assigns, to file a registration statement
with the Securities and Exchange Commission (the "COMMISSION") registering the
Securities or the Exchange Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the "SECURITIES ACT")
subject to the terms and conditions therein specified.

         The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Securities Act, in reliance
upon exemptions therefrom.

<PAGE>

         In connection with the sale of the Securities, the Company has
prepared and will deliver to each Initial Purchaser, on the date hereof or the
next succeeding day, copies of a final offering memorandum dated the date
hereof (the "FINAL OFFERING MEMORANDUM"), each for use by such Initial
Purchaser in connection with its solicitation of purchases of, or offering of,
the Securities. "OFFERING MEMORANDUM" means, with respect to any date or time
referred to in this Agreement, the most recent offering memorandum (whether
the Final Offering Memorandum, or any amendment or supplement to such
document), including any exhibits thereto and the documents incorporated by
reference therein, which has been prepared and delivered by the Company to the
Initial Purchasers in connection with their solicitation of purchases of, or
offering of, the Securities.

         SECTION 1. PURCHASE AND OFFERING. The Company hereby agrees with the
Initial Purchasers as follows:

         (a)      The Company agrees to issue and sell the Securities to the
several Initial Purchasers as hereinafter provided, and each Initial
Purchaser, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees to
purchase, severally and not jointly, from the Company the respective principal
amount of Securities set forth opposite such Initial Purchaser's name in
Schedule I hereto at a price (the "PURCHASE PRICE") equal to 99.234% of their
principal amount.

         (b)      The Company understands that the Initial Purchasers intend
(i) to offer privately pursuant to Rule 144A and pursuant to Regulation S
under the Securities Act ("REGULATION S") their respective portions of the
Securities as soon after this Agreement has become effective as in the
judgment of the Initial Purchasers is advisable and (ii) initially to offer
the Securities upon the terms set forth in the Offering Memorandum.

         (c)      The Company confirms that it has authorized the Initial
Purchasers, subject to the restrictions set forth below, to distribute copies
of the Offering Memorandum in connection with the offering of the Securities.

         SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS.
Each Initial Purchaser hereby severally makes to the Company the following
representations and agreements:

         (i)      it is a "qualified institutional buyer" within the meaning
of Rule 144A under the Securities Act; and

         (ii)     (A) it will not solicit offers for, or offer to sell, the
Securities by any form of general solicitation or general advertising (as
those terms are used in Regulation D under the Securities Act ("REGULATION
D")) and (B) it will solicit offers for the Securities only from, and will
offer the Securities only to, persons who it reasonably believes to be (x) in
the case of offers inside the United States, "qualified institutional buyers"
within the meaning of Rule 144A under the Securities Act and (y) in the case
of offers outside the United States, to persons other than U.S. persons
("FOREIGN PURCHASERS", which term shall include dealers or other professional
fiduciaries in the United States acting on a discretionary basis for foreign
beneficial owners (other than an estate or trust)) that, in each case, in
purchasing the Securities are deemed to have represented and agreed as
provided in the Offering Memorandum;


                                       2

<PAGE>

         With respect to offers and sales outside the United States, as
described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally
represents and agrees with the Company that:

                  (i)      it understands that no action has been or will be
         taken by the Company that would permit a public offering of the
         Securities, or possession or distribution of the Offering Memorandum or
         any other offering or publicity material relating to the Securities, in
         any country or jurisdiction where action for that purpose is required;

                  (ii)     it will comply with all applicable laws and
         regulations in each jurisdiction in which it acquires, offers, sells or
         delivers Securities or has in its possession or distributes the
         Offering Memorandum or any such other material, in all cases at its own
         expense;

                  (iii)    it understands that the Securities have not been and
         will not be registered under the Securities Act and may not be offered
         or sold within the United States or to, or for the account or benefit
         of, U.S. persons except in accordance with Rule 144A under the
         Securities Act or pursuant to an exemption from, or in a transaction
         not subject to, the registration requirements of the Securities Act;

                  (iv)     it has offered the Securities and will offer and sell
         the Securities (x) as part of its distribution at any time and (y)
         otherwise until 40 days after the later of the commencement of the
         offering of the Securities and the Closing Date (as defined herein),
         only in accordance with Rule 903 of Regulation S. Accordingly, neither
         such Initial Purchaser, nor any of its Affiliates, nor any persons
         acting on its behalf has engaged or will engage in any directed selling
         efforts (within the meaning of Regulation S) with respect to the
         Securities, and such Initial Purchaser, its Affiliates and any such
         persons have complied and will comply with the offering restrictions
         requirement of Regulation S;

                  (v)      it agrees that, at or prior to confirmation of sales
         of the Securities, it will have sent to each distributor, dealer or
         person receiving a selling concession, fee or other remuneration that
         purchases Securities from it during the restricted period a
         confirmation or notice to substantially the following effect:

                  "The Securities covered hereby have not been registered under
                  the U.S. Securities Act of 1933 (the "Securities Act") and may
                  not be offered and sold within the United States or to, or for
                  the account or benefit of, U.S. persons (i) as part of their
                  distribution at any time or (ii) otherwise prior to 40 days
                  after the closing of the offering, except in either case in
                  accordance with Regulation S (or Rule 144A, if available)
                  under the Securities Act. Terms used above have the meaning
                  given to them by Regulation S"; and

                  (vi)     it agrees that (i) it has not offered or sold
         Securities and, prior to six months after the issue date of such
         Securities, will not offer or sell any such Securities to persons in
         the United Kingdom except to persons whose ordinary activities involve
         them in acquiring, holding, managing or disposing of investments (as
         principal or agent) for the purposes of their businesses or otherwise
         in circumstances which have not resulted


                                       3

<PAGE>

         and will not result in an offer to the public in the United Kingdom
         within the meaning of the Public Offers of Securities Regulations
         1995, (ii) it has complied and will comply with all applicable
         provisions of the Financial Services Act 1986 with respect to
         anything done by it in relation to the Securities in, from or
         otherwise involving the United Kingdom, and (iii) it has only issued
         or passed on and will only issue or pass on in the United Kingdom any
         document received by it in connection with an issue of Securities to
         a person who is of a kind described in Article 11(3) of the Financial
         Services Act 1986 (Investment Advertisements)(Exemptions) Order 1996
         (as amended) or is a person to whom such document may otherwise
         lawfully be issued or passed on.

         Terms used in this Section 2 and not otherwise defined in this
Agreement have the meanings given to them by Regulation S.

         SECTION 3. PAYMENT. Payment for the Securities shall be made by wire
transfer in immediately available funds to the account specified by the
Company to the Representatives at 9:00 A.M., New York City time, on June 9,
2000, or at such other time on the same or such other date, not later than the
tenth Business Day after such date, as the Representatives and the Company may
agree upon in writing. The time and date of such payment are referred to
herein as the "CLOSING DATE". As used herein, the term "BUSINESS DAY" means
any day other than a day on which banks are permitted or required to be closed
in New York City.

         Payment for the Securities shall be made against delivery (x) with
respect to Securities to be resold to "qualified institutional buyers" by the
Initial Purchasers, to the nominee of The Depository Trust Company for the
respective accounts of the several Initial Purchasers of the Securities of one
or more global notes (collectively, the "RESTRICTED GLOBAL NOTES")
representing such Securities and (y) with respect to Securities to be resold
to foreign purchasers by the Initial Purchasers, to the nominee of The
Depository Trust Company for the respective accounts of the several Initial
Purchasers of the Securities of one or more Regulation S global notes
(collectively, the "REGULATION S GLOBAL NOTES" and, together with the
Restricted Global Notes, the "GLOBAL NOTES") representing such Securities,
with any transfer taxes payable in connection with the transfer to the Initial
Purchasers of the Securities duly paid by the Company. The Global Notes will
be made available for inspection by the Initial Purchasers at the office of
Brown & Wood LLP, One World Trade Center, New York, New York 10048 not later
than 1:00 P.M., New York City time, on the Business Day prior to the Closing
Date.

         SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, the several Initial Purchasers as
follows:

         (a)      the Offering Memorandum (other than the information
concerning Qwest contained under the caption "Recent Developments-Merger with
Qwest-Qwest", as to which no representation is made) will not, in the form
used by the Initial Purchasers to confirm sales of the Securities and as of
the Closing Date, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances existing at such dates, not misleading; PROVIDED,
HOWEVER, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with written
information furnished to the Company by any Initial Purchaser, or on behalf of
any Initial Purchaser by the Representatives, specifically for use therein;


                                       4

<PAGE>

         (b)      the documents incorporated by reference in the Offering
Memorandum (the "INCORPORATED DOCUMENTS"), when they were filed with the
Commission, conformed in all material respects to the requirements of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the
rules and regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Offering Memorandum,
when such documents are filed with the Commission, will conform in all
material respects to the requirements of the Exchange Act, and will not
contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;

         (c)      the financial statements of the Company, together with the
related schedules and notes thereto, included and incorporated by reference in
the Offering Memorandum, present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement of
operations, shareowner's equity and cash flows of the Company and its
consolidated subsidiaries for the periods specified; said financial statements
have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved;

         (d)      since the respective dates as of which information is given
in the Offering Memorandum, except as otherwise stated therein, (A) there has
been no material adverse change in the financial condition or results of
operations of the Company and its subsidiaries, taken as a whole (a "MATERIAL
ADVERSE EFFECT"), and (B) there have been no transactions entered into by the
Company or any of its subsidiaries, other than those in the ordinary course of
business, which are material with respect to the Company and its subsidiaries,
taken as a whole;

         (e)      this Agreement has been duly authorized, executed and
delivered by the Company;

         (f)      the Indenture has been duly authorized, executed and
delivered by the Company and (assuming the due authorization, execution and
delivery by the Trustee) constitutes the legal, valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of creditors'
rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law);

         (g)      the Registration Rights Agreement has been duly authorized
by the Company and, when executed and delivered by the Company, will
constitute a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or similar
laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
except that enforcement of rights to indemnification and contribution
contained


                                       5

<PAGE>

therein may be limited by applicable federal or state laws or the public
policy underlying such laws;

         (h)      the Securities have been duly authorized by the Company and,
at the Closing Date, will have been duly executed by the Company and, when
authenticated, issued and delivered in the manner provided for in the
Indenture and delivered against payment of the purchase price therefor as
provided in this Agreement, will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement
of creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law), and will be in the form contemplated by,
and entitled to the benefits of, the Indenture;

         (i)      the Exchange Securities have been duly authorized by the
Company and, when authenticated, issued and delivered in the manner provided
for in the Indenture and issued and delivered in exchange for the Securities
in the manner contemplated in the Registration Rights Agreement, will
constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or similar
laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
will be in the form contemplated by, and entitled to the benefits of, the
Indenture;

         (j)      the Securities, the Exchange Securities, the Indenture and
the Registration Rights Agreement will conform in all material respects to the
respective statements relating thereto contained in the Offering Memorandum;

         (k)      the execution, delivery and performance of this Agreement
and the Registration Rights Agreement and the consummation of the transactions
contemplated herein and therein (including, without limitation, the issuance
and sale of the Securities) and compliance by the Company with its obligations
hereunder and thereunder have been duly authorized by all necessary corporate
action and do not and will not, whether with or without the giving of notice
or passage of time or both, conflict with or constitute a breach of, or
default or Repayment Event (as defined below) under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets
of the Company or any of its subsidiaries pursuant to, any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or
other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which it or any of them may be bound, or to which any of the
property or assets of the Company or any of its subsidiaries is subject
(collectively, "AGREEMENTS AND INSTRUMENTS") (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that would not result
in a Material Adverse Effect), nor will such action result in any violation of
the provisions of the charter or bylaws of the Company or any of its
subsidiaries or, to the best knowledge of the Company, any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over


                                       6

<PAGE>

the Company or any of its subsidiaries or any of their assets, properties or
operations. As used herein, a "REPAYMENT EVENT" means any event or condition
which gives the holder of any note, debenture or other evidence of
indebtedness of the Company or any of its subsidiaries (or any person acting
on such holder's behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company or any such
subsidiary;

         (l)      except as disclosed in the Offering Memorandum, there is not
pending or, to the knowledge of the Company, threatened any action, suit,
proceeding, inquiry or investigation to which the Company or any of its
subsidiaries is a party or to which the assets, properties or operations of
the Company or any of its subsidiaries is subject, before or by any court or
governmental agency or body, domestic or foreign, which might reasonably be
expected to result in a Material Adverse Effect or which might reasonably be
expected to materially and adversely affect the assets, properties or
operations of the Company and its subsidiaries, taken as a whole, or the
consummation of the transactions contemplated by this Agreement or the
Indenture or the performance by the Company of its obligations hereunder or
thereunder;

         (m)      the Company and its subsidiaries possess such permits,
licenses, approvals, consents and other authorizations (collectively,
"GOVERNMENTAL LICENSES") issued by the appropriate federal, state, local or
foreign regulatory agencies or bodies necessary to conduct the business now
operated by them; the Company and its subsidiaries are in compliance with the
terms and conditions of all such Governmental Licenses, except where the
failure so to comply would not, singly or in the aggregate, have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full force
and effect, except when the invalidity of such Governmental Licenses or the
failure of such Governmental Licenses to be in full force and effect would not
have a Material Adverse Effect; and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the revocation
or modification of any such Governmental Licenses which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
result in a Material Adverse Effect;

         (n)      none of the Company or any of its affiliates (as defined in
Rule 501(b) of Regulation D) has directly, or through any agent, sold, offered
for sale, solicited offers to buy or otherwise negotiated in respect of, any
security (as defined in the Securities Act) which is or will be integrated
with the sale of the Securities in a manner that would require the
registration under the Securities Act of the offering contemplated by the
Offering Memorandum;

         (o)      none of the Company, any affiliate of the Company or any
person acting on its or their behalf has offered or sold the Securities by
means of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act, or by means of any directed selling
efforts within the meaning of Rule 902 under the Securities Act, and the
Company, any affiliate of the Company and any person acting on its or their
behalf has complied with and will implement the "offering restrictions"
requirements of Regulation S;

         (p)      the Securities satisfy the requirements set forth in Rule
144A(d)(3) under the Securities Act;

         (q)      assuming the accuracy of the representations of the Initial
Purchasers contained in Section 2 hereof, it is not necessary in connection
with the offer, sale and delivery of the


                                       7

<PAGE>

Securities in the manner contemplated by this Agreement to register the
Securities under the Securities Act or to qualify an indenture under the Trust
Indenture Act of 1939 (the "TRUST INDENTURE ACT"); and

         (r)      none of the transactions contemplated by this Agreement
(including, without limitation, the use of the proceeds from the sale of the
Securities) will violate or result in a violation of Section 7 of the Exchange
Act, or any regulation promulgated thereunder, including, without limitation,
Regulations T, U, and X of the Board of Governors of the Federal Reserve
System.

         SECTION 5. COVENANTS OF THE COMPANY. The Company covenants and agrees
with the several Initial Purchasers as follows:

         (a)      to deliver to the Initial Purchasers as many copies of the
Offering Memorandum (including all amendments and supplements thereto) as the
Initial Purchasers may reasonably request;

         (b)      before distributing any amendment or supplement to the
Offering Memorandum, to furnish to the Representatives a copy of the proposed
amendment or supplement for review and not to distribute any such proposed
amendment or supplement to which the Representatives reasonably object;

         (c)      if, at any time prior to the earlier of (i) three months
from the date of the Offering Memorandum and (ii) notice by the
Representatives to the Company of the completion of the initial placement of
the Securities, any event shall occur as a result of which the Offering
Memorandum as then amended or supplemented would include an untrue statement
of a material fact, or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary to amend or supplement the
Offering Memorandum to comply with law, forthwith to prepare and furnish, at
the expense of the Company, to the Initial Purchasers and to the dealers
(whose names and addresses the Representatives will furnish to the Company) to
which Securities may have been sold by the Initial Purchasers on behalf of the
Initial Purchasers and to any other dealers upon request, such amendments or
supplements to the Offering Memorandum as may be necessary to correct such
statement or omission or to effect compliance with law;

         (d)      to endeavor to qualify the Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the
Representatives shall reasonably request and to continue such qualification in
effect so long as reasonably required for distribution of the Securities;
PROVIDED that the Company shall not be required to file a general consent to
service of process in any jurisdiction;

         (e)      during the period of two years after the date hereof, to
furnish to the Initial Purchasers, as soon as practicable after the end of
each fiscal year, a copy of the Company's annual report to shareholders, if
any, for such year, and to furnish to the Initial Purchasers and to counsel to
the Initial Purchasers, (i) as soon as available, a copy of each report of the
Company filed with the Commission under the Exchange Act or mailed to
stockholders, and (ii) from time


                                       8
<PAGE>

to time, such other non-confidential information concerning the Company as the
Initial Purchasers may reasonably request;

         (f)      during the period beginning on the date hereof and continuing
to and including the Business Day following the Closing Date, not to, directly
or indirectly, sell, offer to sell, grant any option for the sale of, or
otherwise dispose of, any of its senior debt securities having a maturity of one
year or more without the prior written consent of the Representatives;

         (g)      to use the net proceeds received by the Company from the sale
of the Securities pursuant to this Agreement in the manner specified in the
Offering Memorandum under the caption "Use of Proceeds";

         (h)      if requested by the Representatives, to use its best efforts
to cause the Securities to be eligible for the PORTAL trading system of the
National Association of Securities Dealers, Inc.;

         (i)      to make available to the holders of the Securities no later
than 90 days after the end of each fiscal year an annual report (including a
balance sheet and statements of income, shareowner's equity and cash flows of
the Company and its consolidated subsidiaries certified by independent public
accountants) and, no later than 45 days after the end of each of the first three
quarters of each fiscal year (beginning with the fiscal quarter ending after the
date of the Offering Memorandum), consolidated summary financial information of
the Company and its subsidiaries of such quarter in reasonable detail;

         (j)      during the period of two years after the Closing Date, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144 under the Securities Act) to, resell any of the Securities which
constitute "restricted securities" under Rule 144 that have been reacquired by
any of them;

         (k)      whether or not the transactions contemplated by this Agreement
are consummated or this Agreement is terminated, to pay or cause to be paid all
costs and expenses incident to the performance of its obligations hereunder and
under the Registration Rights Agreement, including without limiting the
generality of the foregoing, all fees, costs and expenses (i) of the Company's
counsel, accountants and other advisors and agents, as well as the fees and
disbursements of the Trustee and its counsel, (ii) incident to the preparation,
issuance, execution, authentication and delivery of the Securities, including
any expenses of the Trustee, (iii) incident to the preparation, printing and
distribution of the Offering Memorandum (including all exhibits, amendments and
supplements thereto), (iv) incurred in connection with the registration or
qualification and determination of eligibility for investment of the Securities
under the laws of such jurisdictions as the Representatives may designate
(including reasonable fees of counsel for the Initial Purchasers and their
disbursements) and the printing of memoranda relating thereto, (v) in connection
with the approval for trading of the Securities on any securities exchange or
inter-dealer quotation system (as well as in connection with the designation of
the Securities as PORTAL securities, if so requested), (vi) in connection with
the printing (including word processing and duplication costs) and delivery of
this Agreement, the Indenture, any Preliminary and Supplemental Blue Sky
Memoranda and any Legal Investment Survey and the furnishing to Initial
Purchasers and dealers of copies of the Offering Memorandum, including mailing
and

                                        9
<PAGE>


shipping, as herein provided and, (vii) payable to rating agencies in
connection with the rating of the Securities, if applicable;

         (l)      while the Securities remain outstanding and are "restricted
securities" within the meaning of Rule 144(a)(3) and cannot be sold without
restriction under Rule 144(k) under the Securities Act, the Company will, during
any period in which the Company is not subject to Section 13 or 15(d) under the
Exchange Act or is not complying with the reporting requirements thereof, make
available to the purchasers and any holder of Securities in connection with any
sale thereof and any prospective purchaser of Securities and securities
analysts, in each case upon request, the information specified in, and meeting
the requirements of, Rule 144A(d)(4) under the Securities Act (or any successor
thereto);

         (m)      the Company will not take any action prohibited by Regulation
M under the Exchange Act, in connection with the distribution of the Securities
contemplated hereby;

         (n)      none of the Company, any of its affiliates (as defined in Rule
501(b) under the Securities Act) or any person acting on behalf of the Company
or such affiliate will solicit any offer to buy or offer or sell the Securities
by means of any form of general solicitation or general advertising, including:
(i) any advertisement, article, notice or other communication published in any
newspaper, magazine or similar medium or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising;

         (o)      none of the Company, any of its affiliates (as defined in Rule
144(a)(1) under the Securities Act) or any person acting on behalf of any of the
foregoing will engage in any directed selling efforts with respect to the
Securities within the meaning of Regulation S under the Securities Act; and

         (p)      none of the Company, any of its affiliates (as defined in
Regulation 501(b) of Regulation D under the Securities Act) or any person acting
on behalf of the Company or such affiliate will sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
the Securities Act) which will be integrated with the sale of the Securities in
a manner which would require the registration under the Securities Act of the
Securities and the Company will take all action that is appropriate or necessary
to assure that its offerings of other securities will not be integrated for
purposes of the Securities Act with the offering contemplated hereby.

         SECTION 6. CONDITIONS OF THE OBLIGATIONS OF THE INITIAL PURCHASERS. The
obligations of the several Initial Purchasers to purchase and pay for the
Securities on the Closing Date are subject to the accuracy of the
representations and warranties on the part of the Company contained herein, to
the accuracy of the statements of the officers of the Company made pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions precedent:

         (a)      On the date of this Agreement and on the Closing Date, the
Representatives shall have received executed copies of letters of Arthur
Andersen LLP, addressed to the Company and the Representatives, substantially in
the forms previously approved by the Representatives.

                                      10
<PAGE>


         (b)      The Representatives shall have received an opinion or
opinions, dated the Closing Date, of Cadwalader, Wickersham & Taft, counsel for
the Company, to the effect that:

                  (i)      The Company is a corporation duly incorporated,
         validly existing and in good standing under the laws of the State of
         Colorado and has all requisite corporate power and authority to own,
         lease and operate its properties and to carry on its business as now
         being conducted.

                  (ii)     The execution, delivery and performance of the
         Indenture by the Company have been duly authorized by all necessary
         corporate action on the part of the Company. The Indenture has been
         duly and validly executed and delivered by the Company and (assuming
         the due authorization, execution and delivery thereof by the Trustee),
         constitutes the legal, valid and binding agreement of the Company,
         enforceable against the Company in accordance with its terms, subject
         to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditor's rights
         and remedies generally, and subject, as to enforceability, to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity).

                  (iii)    The Securities, when duly executed and authenticated
         in the manner contemplated in the Indenture and issued and delivered to
         the Initial Purchasers against payment therefor in accordance with the
         provisions hereof, will constitute legal, valid and binding obligations
         of the Company, entitled to the benefits of the Indenture and
         enforceable against the Company in accordance with their terms, subject
         to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditor's rights
         and remedies generally, and subject, as to enforceability, to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity).

                  (iv)     The Exchange Securities have been duly authorized by
         the Company and, when duly executed in the manner contemplated in the
         Indenture and issued and delivered in exchange for the Securities in
         the manner contemplated in the Registration Rights Agreement, will
         constitute legal, valid and binding obligations of the Company
         enforceable against the Company in accordance with their terms, subject
         to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditor's rights
         and remedies generally, and subject, as to enforceability, to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity), and will be
         in the form contemplated by, and entitled to the benefits of, the
         Indenture.

                  (v)      The execution, delivery and performance of this
         Agreement by the Company have been duly authorized by all necessary
         corporate action on the part of the Company; and this Agreement has
         been duly and validly executed and delivered by the Company.

                                       11
<PAGE>


                  (vi)     The Registration Rights Agreement has been duly
         authorized, executed and delivered by the Company, and is a valid and
         binding agreement of the Company, enforceable against the Company in
         accordance with its terms, subject to applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and
         similar laws affecting creditor's rights and remedies generally, and
         subject, as to enforceability, to general principles of equity,
         including principles of commercial reasonableness, good faith and fair
         dealing (regardless of whether enforcement is sought in a proceeding at
         law or in equity), and except that enforcement of rights to
         indemnification and contribution contained therein may be limited by
         applicable federal or state laws or the public policy underlying such
         laws.

                  (vii)    No consent, approval, authorization or other action
         by, or filing or registration with, any federal governmental authority
         is required in connection with the execution and delivery by the
         Company of the Indenture or the issuance and sale of the Securities to
         the Initial Purchasers pursuant to the terms of this Agreement, except
         such as may be required under state securities or Blue Sky laws in
         connection with the purchase and distribution of the Securities by the
         Initial Purchasers.

                  (viii)   The statements in the Offering Memorandum under the
         headings "Description of Notes", "Exchange Offer; Registration Rights"
         and "Notice to Investors" insofar as such statements constitute a
         summary of certain provisions of the documents referred to therein, are
         accurate in all material respects.

                  (ix)     The Securities satisfy the requirements set forth in
         Rule 144A(d)(3) under the Securities Act.

                  (x)      Based upon the representations, warranties and
         agreements of the Company in Sections 4(n), 4(o), 5(n) 5(o) and 5(p) of
         this Agreement and of the Initial Purchasers in Section 2 of this
         Agreement and on the truth and accuracy of the representations and
         agreements deemed to be made by the Company and the purchasers of the
         Securities contained in the Offering Memorandum, it is not necessary in
         connection with the offer, sale and delivery of the Securities to the
         Initial Purchasers under this Agreement or in connection with the
         initial resale of such Securities by the Initial Purchasers in
         accordance with Section 2 of this Agreement to register the Securities
         under the Securities Act or to qualify the Indenture under the Trust
         Indenture Act; provided, however, that such counsel need not express
         any opinion with respect to the conditions under which the Securities
         may be further resold.

         In rendering such opinion, such counsel may rely as to matters of fact,
to the extent such counsel deems proper, on certificates of responsible officers
of the Company and of public officials. Such counsel may also rely as to matters
of Colorado law upon the opinion referred to in Section 6(d) without independent
verification.

         In addition, such counsel shall state that it has participated in
conferences with representatives of the Company and with the Representatives and
their counsel, at which conferences the contents of the Offering Memorandum and
related matters were discussed; such counsel has not independently verified and
are not passing upon and assume no responsibility for

                                       12
<PAGE>


the accuracy, completeness or fairness of the statements contained in the
Offering Memorandum and the limitations inherent in the examination made by
such counsel and the nature and extent of such counsel's participation in
such conferences are such that such counsel is unable to assume, and does not
assume, any responsibility for the accuracy, completeness or fairness of such
statements; however, based upon such counsel's participation in the aforesaid
conferences, no facts have come to its attention which lead it to believe
that the Incorporated Documents (except as to the financial statements and
the notes thereto, and the other financial, statistical and accounting data
included or incorporated by reference therein or omitted therefrom, as to
which such counsel need express no belief), when they were filed with the
Commission, complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder or that the Offering Memorandum (except as to the
financial statements and the notes thereto, and the other financial,
statistical and accounting data included or incorporated by reference therein
or omitted therefrom), as of its issue date or at the Closing Date, contained
or contains any untrue statement of a material fact or omitted or omits to
state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

         Such opinion may state that it does not address the impact on the
opinions contained therein of any litigation or ruling relating to the
divestiture by American Telephone and Telegraph Company of ownership of its
operating telephone companies (the "DIVESTITURE").

         (c)      The Representatives shall have received from Initial
Purchasers' Counsel an opinion, dated the Closing Date, with respect to the
validity of the Indenture and the Securities, and such other related matters as
the Initial Purchasers may reasonably request. In rendering such opinion, such
counsel may rely as to matters of Colorado law upon the opinion referred to in
Section 6(d) without independent verification.

         (d)      The Representatives shall have received an opinion or
opinions, dated the Closing Date, of the corporate counsel of the Company, to
the effect that:

                  (i)      The Company is a corporation duly incorporated,
         validly existing and in good standing under the laws of the State of
         Colorado and has all requisite corporate power and authority to own,
         lease and operate its properties and to carry on its business as now
         being conducted.

                  (ii)     The execution, delivery and performance of the
         Indenture by the Company have been duly authorized by all necessary
         corporate action on the part of the Company. The Indenture has been
         duly and validly executed and delivered by the Company and (assuming
         the due authorization, execution and delivery thereof by the Trustee),
         constitutes the legal, valid and binding agreement of the Company
         enforceable against the Company in accordance with its terms, subject
         to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditor's rights
         and remedies generally, and subject, as to enforceability, to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity).

                                       13
<PAGE>


                  (iii)    The Securities, when duly executed and authenticated
         in the manner contemplated in the Indenture and issued and delivered to
         the Initial Purchasers against payment therefor in accordance with the
         provisions hereof, will constitute legal, valid and binding obligations
         of the Company, entitled to the benefits of the Indenture and
         enforceable against the Company in accordance with their terms, subject
         to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditor's rights
         and remedies generally, and subject, as to enforceability, to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity).

                  (iv)     The Exchange Securities have been duly authorized by
         the Company and, when duly executed in the manner contemplated in the
         Indenture and issued and delivered in exchange for the Securities in
         the manner contemplated in the Registration Rights Agreement, will
         constitute legal, valid and binding obligations of the Company
         enforceable against the Company in accordance with their terms, subject
         to applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditor's rights
         and remedies generally, and subject, as to enforceability, to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity).

                  (v)      The execution, delivery and performance of this
         Agreement by the Company have been duly authorized by all necessary
         corporate action on the part of the Company; and this Agreement has
         been duly and validly executed and delivered by the Company.

                  (vi)     The Registration Rights Agreement has been duly
         authorized, executed and delivered by the Company, and is a valid and
         binding agreement of the Company, enforceable against the Company in
         accordance with its terms, subject to applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and
         similar laws affecting creditor's rights and remedies generally, and
         subject, as to enforceability, to general principles of equity,
         including principles of commercial reasonableness, good faith and fair
         dealing (regardless of whether enforcement is sought in a proceeding at
         law or in equity), and except that enforcement of rights to
         indemnification and contribution contained therein may be limited by
         applicable federal or state laws or the public policy underlying such
         laws.

                  (vii)    To the best of his knowledge, neither the Company nor
         any of its subsidiaries is in violation of its charter or by-laws and
         no default by the Company or any of its subsidiaries exists in the due
         performance or observance of any material obligation, agreement,
         covenant or condition contained in any contract, indenture, mortgage,
         loan agreement, note, lease or other agreement or instrument that is
         described or referred to in the Offering Memorandum.

                  (viii)   To the best of his knowledge, the execution, delivery
         and performance of this Agreement and the Registration Rights Agreement
         by the Company and the

                                       14
<PAGE>


         consummation of the transactions contemplated herein and therein
         (including, without limitation, the issuance and sale of the
         Securities) and compliance by the Company with its obligations
         hereunder and thereunder will not, whether with or without the
         giving of notice or passage of time or both, conflict with or
         constitute a breach of, or default or Repayment Event under, or
         result in the creation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of its
         subsidiaries pursuant to the Agreements and Instruments (except for
         such conflicts, breaches or defaults or liens, charges or
         encumbrances that would not result in a Material Adverse Effect),
         or, to the best of his knowledge, result in any violation of the
         provisions of any applicable law, statute, rule, regulation,
         judgment, order, writ or decree of any government, government
         instrumentality or court, domestic or foreign, having jurisdiction
         over the Company or any of its subsidiaries or any of their assets,
         properties or operations.

                  (ix)     All state regulatory consents, approvals,
         authorizations or other orders (except as to the state securities or
         Blue Sky laws, as to which such counsel need express no opinion)
         legally required for the execution of the Indenture and the issuance
         and sale of the Securities to the Initial Purchasers pursuant to the
         terms of this Agreement have been obtained; provided that such counsel
         may rely on opinions of local counsel satisfactory to said counsel.

                  (x)      The enforceability and the legal, valid and binding
         nature of the respective agreements and obligations of the Company set
         forth in the Indenture, the Registration Rights Agreement, the
         Securities and the Exchange Securities (collectively, the "AGREEMENTS")
         are not affected by, and the performance of the obligations set forth
         in such Agreements, the issuance and sale of the Securities and the
         consummation of the transactions contemplated by such Agreements are
         not prevented or restricted by, any action, suit, proceeding, order or
         ruling relating to or issued or arising as a result of, the
         Divestiture.

                  (xi)     To the best of such counsel's knowledge, there is not
         pending or threatened any action, suit, proceeding, inquiry or
         investigation to which the Company or any of its subsidiaries is a
         party or to which the assets, properties or operations of the Company
         or any of its subsidiaries is subject, before or by any court or
         governmental agency or body, domestic or foreign, which might
         reasonably be expected to result in a Material Adverse Effect or which
         might reasonably be expected to materially and adversely affect the
         assets, properties or operations thereof or the consummation of the
         transactions contemplated by this Agreement, the Registration Rights
         Agreement or the Indenture or the performance by the Company of its
         obligations hereunder or thereunder.

         In rendering such opinion, such counsel may rely as to matters of New
York law upon the opinion referred to in Section 6(b) without independent
verification.

         (e)      The Representatives shall have received a certificate, on and
as of the Closing Date, of the President or any Vice President and the Treasurer
or any Assistant Treasurer of the Company in which such officers shall state
that, to the best of their knowledge after reasonable investigation, the
representations and warranties of the Company in this Agreement are true and

                                      15
<PAGE>


correct as if made at and as of the Closing Date, that the Company has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, and that, subsequent to the
date of the Offering Memorandum, there has been no material adverse change in
the financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, except as set forth in or contemplated by the
Offering Memorandum.

         (f)      The Initial Purchasers shall have received prior to the
Closing Date a copy of the Registration Rights Agreement, in the form and
substance satisfactory to the Initial Purchasers, duly executed by the Company,
and the Registration Rights Agreement shall be in full force and effect at the
Closing Date;

         The Company will furnish the Initial Purchasers with such conformed
copies of such opinions, certificates, letters and documents as they reasonably
request.

         In case any of the conditions specified above in this Section 6 shall
not have been fulfilled, this Agreement may be terminated by the Representatives
by delivering written notice of termination to the Company. Any such termination
shall be without liability of any party to any other party except to the extent
provided in Sections 5(k), 8 and 9 hereof.

         SECTION 7. CONDITION OF THE OBLIGATIONS OF THE COMPANY. The obligation
of the Company to sell and deliver the Securities are subject to the following
conditions precedent:

         (a)      Concurrently with or prior to the delivery of the Securities
to each Initial Purchaser, the Company shall receive the full purchase price
specified in Schedule I hereto to be paid for the Securities.

         (b)      The written information furnished to the Company by any
Initial Purchaser, or on behalf of any Initial Purchaser by the Representatives,
specifically for use in the Offering Memorandum as contemplated by Section 2 and
Section 8(b) shall be true and accurate in all material respects.

         In case any of the conditions specified above in this Section 7 shall
not have been fulfilled, this Agreement may be terminated by the Company by
delivering written notice of termination to the Representatives. Any such
termination shall be without liability of any party to any other party except to
the extent provided in Sections 5(k), 8 and 9 hereof.

         SECTION 8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company will
indemnify and hold harmless each Initial Purchaser against any losses, claims,
damages or liabilities, joint or several, to which such Initial Purchaser may
become subject, as incurred, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Final Offering Memorandum, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and will reimburse
each Initial Purchaser, as incurred, for any legal or other expenses reasonably
incurred by such Initial Purchaser in connection with investigating or defending
any such loss, claim, damage, liability or

                                       16
<PAGE>


action or amounts paid in settlement of any litigation or investigation or
proceeding related thereto if such settlement is effected with the written
consent of the Company; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in any of such
documents in reliance upon and in conformity with written information
furnished to the Company by any Initial Purchaser, or on behalf of any
Initial Purchaser by the Representatives, specifically for use therein.

         (b)      Each Initial Purchaser will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, as incurred, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Final Offering Memorandum or any amendment
or supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by any Initial Purchaser, or on
behalf of such Initial Purchaser by the Representatives, specifically for use
therein, and will reimburse the Company, as incurred, for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such loss, claim, damage, liability or action.

         (c)      Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The indemnifying party or parties shall not be liable
under this Agreement with respect to any settlement made by any indemnified
party or parties without prior written consent by the indemnifying party or
parties to such settlement.

         (d)      If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Initial Purchasers on the other from the
offering of the Securities or (ii) if the

                                       17
<PAGE>


allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and the Initial Purchasers on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Initial Purchasers on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total discounts and commissions
received by the Initial Purchasers. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Initial
Purchasers and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which
the total price at which the Securities purchased by it were offered exceeds
the amount of any damages which such Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Initial Purchasers' obligations in this
subsection (d) to contribute are several in proportion to the respective
principal amount of the Securities set forth opposite their names in Schedule
I hereto, and not joint.

         (e)      The obligations of the Company under this Section 8 shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Initial Purchaser within the meaning of the Securities Act or the Exchange
Act; and the obligations of the Initial Purchasers under this Section 8 shall be
in addition to any liability which the respective Initial Purchasers may
otherwise have and shall extend, upon the same terms and conditions and to each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act.

         SECTION 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Initial Purchasers
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Initial Purchaser, the Company or of any of their
officers or directors or any controlling person, and will survive delivery of
and payment for the Securities. If the purchase of the Securities by the Initial
Purchasers is not consummated for any reason other than a default by one or more
of the Initial Purchasers, the Company shall remain responsible for the expenses
to be paid or reimbursed by them pursuant to Section 5(k), the respective
obligations of the Company and the Initial Purchasers pursuant to Section 8
shall remain in effect, and the Company will reimburse the Representatives for
the reasonable out-of-pocket expenses of the Initial Purchasers, not exceeding
$75,000, and for the fees and

                                       18
<PAGE>


disbursements of Initial Purchasers' Counsel, the Initial Purchasers agreeing
to pay such expenses, fees and disbursements in any other event. In no event
will the Company be liable to any of the Initial Purchasers for damages on
account of loss of anticipated profits.

         SECTION 10. NOTICES. All communications hereunder will be in writing
and, if sent to the Initial Purchasers will be mailed, delivered or telecopied
and confirmed to the them c/o Lehman Brothers Inc., 3 World Financial Center,
New York, New York, 10285, Attention: Fixed Income Syndicate, or, if sent to the
Company, will be mailed, delivered or telecopied and confirmed to it at 1801
California Street, Denver, Colorado 80202, Attention: Treasurer.

         SECTION 11. SUCCESSORS. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8, and no
other person will have any right or obligation hereunder.

         SECTION 12. GOVERNING LAW. The validity and interpretation of this
Agreement shall be governed by the laws of the State of New York.

         SECTION 13. DEFAULT BY INITIAL PURCHASERS. If, on the Closing Date any
one or more of the Initial Purchasers shall fail or refuse to purchase
Securities which it or they have agreed to purchase hereunder on such date, and
the aggregate principal amount of Securities which such defaulting Initial
Purchaser or Initial Purchasers agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of the Securities to be
purchased on such date, the other Initial Purchasers shall be obligated
severally in the proportions that the principal amount of Securities set forth
opposite their respective names in Schedule I bears to the aggregate principal
amount of Securities set forth opposite the names of all such non-defaulting
Initial Purchasers, or in such other proportions as the Initial Purchasers may
specify, to purchase the Securities which such defaulting Initial Purchaser or
Initial Purchasers agreed but failed or refused to purchase on such date;
PROVIDED that in no event shall the principal amount of Securities that any
Initial Purchaser has agreed to purchase pursuant to Section 1 be increased
pursuant to this Section 13 by an amount in excess of one-tenth of such
principal amount of Securities without the written consent of such Initial
Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers
shall fail or refuse to purchase Securities which it or they have agreed to
purchase hereunder on such date, and the aggregate principal amount of
Securities with respect to which such default occurs is more than one-tenth of
the aggregate principal amount of Securities to be purchased on such date, and
arrangements satisfactory to the Initial Purchasers and the Company for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Initial Purchaser or the Company. In any such case either the
Initial Purchasers or the Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Offering Memorandum or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Initial Purchaser from liability in respect of any
default of such Initial Purchaser under this Agreement.

         Nothing contained in this Section 13 shall relieve a defaulting Initial
Purchaser of any liability it may have to the Company for damages caused by its
default. If other Initial Purchasers are obligated or agree to purchase the
Securities of a defaulting or withdrawing Initial

                                       19
<PAGE>


Purchaser, either the Representatives or the Company may postpone the Closing
Date for up to seven full business days in order to effect any changes that
in the opinion of counsel for the Company or Initial Purchasers' Counsel may
be necessary in the Offering Memorandum or in any other document or
arrangement.

         SECTION 14. TERMINATION. This Agreement shall be subject to termination
in the absolute discretion of the Representatives, by notice given to the
Company, if after the execution and delivery of this Agreement and prior to the
Closing Date (i) there has been, since the respective dates as of which
information is given in the Offering Memorandum, any change in the financial
condition of the Company and its subsidiaries, taken as a whole, or in the
earnings, affairs or business prospects of the Company and its subsidiaries,
taken as a whole, whether or not arising in the ordinary course of business, the
effect of which is, in the judgment of the Representatives, so material and
adverse as to make it impracticable to market the Securities or enforce
contracts for the sale thereof, (ii) trading in the Company's securities shall
have been suspended by the Commission or the New York Stock Exchange or trading
in securities generally on the New York Stock Exchange shall have been suspended
or limited or minimum prices shall have been established on such Exchange, (iii)
a banking moratorium shall have been declared either by federal or New York
State authorities, (iv) there shall have occurred any material adverse change in
the financial markets of the United States or any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the judgment of
the Representatives, impracticable to market the Securities or enforce contracts
for the sale thereof, or (v) any rating of any debt securities of the Company
shall have been lowered by Moody's Investors Services, Inc. ("MOODY'S") or
Standard & Poor's Ratings Services ("S&P") or either Moody's or S&P shall have
publicly announced that it has any such debt securities under consideration for
possible downgrade.

         SECTION 15. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.







                                       20
<PAGE>



         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will become a binding agreement among the Company and the Initial Purchasers
in accordance with its terms.

                                       Very truly yours,

                                       U S WEST COMMUNICATIONS INC.


                                       By: /s/ SEAN P. FOLEY
                                          ----------------------------
                                          Name: Sean P. Foley
                                          Title: Vice President and Treasurer

The foregoing Purchase Agreement is
hereby confirmed and accepted as of the
date first above written.

LEHMAN BROTHERS INC.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.



By: Lehman Brothers Inc.



By: /s/ MARTIN GOLDBERG
   --------------------------------------
            Authorized Signatory

For themselves and as Representatives of the other Initial
Purchasers named in Schedule I hereto

                                       21
<PAGE>



                                   SCHEDULE I

<TABLE>
<CAPTION>

                                                                   Principal
                                                                     Amount
                                                                      of
Name of Initial Purchaser                                            Notes
- -------------------------                                        ------------
<S>                                                              <C>
Lehman Brothers Inc.........................................     $335,000,000
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated Inc................................      335,000,000
Banc of America Securities LLC..............................      125,000,000
J.P. Morgan Securities Inc..................................      125,000,000
Banc One Capital Markets, Inc...............................       10,000,000
Commerzbank Capital Markets Corporation.....................       10,000,000
First Union Securities, Inc.................................       10,000,000
McDonald Investments Inc., A KeyCorp Company................       10,000,000
RBC Dominion Securities Corporation.........................       10,000,000
U.S. Bancorp Piper Jaffray Inc..............................       10,000,000
Wells Fargo Bank............................................       10,000,000
The Williams Capital Group, L.P.............................       10,000,000
                                                                 ------------

Total.......................................................   $1,000,000,000

</TABLE>





                                    Sch I-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.A
<SEQUENCE>3
<FILENAME>a2027138zex-4_a.txt
<DESCRIPTION>EXHIBIT 4-A
<TEXT>

<PAGE>



                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of June 5, 2000 among U S WEST Communications, Inc., a
Colorado corporation (the "COMPANY"), and the Initial Purchasers (as
hereinafter defined).

         This Agreement is made pursuant to the Purchase Agreement dated June
5, 2000 (the "PURCHASE AGREEMENT"), among the Company, as issuer of the 7 5/8%
Notes due June 9, 2003 (the "SECURITIES"), and the Initial Purchasers, which
provides for, among other things, the sale by the Company to the Initial
Purchasers of the aggregate principal amount of Securities specified therein.
In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to the Initial Purchasers and
their direct and indirect transferees the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as
follows:

         SECTION 1. DEFINITIONS. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

         "ADVICE" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

         "AFFILIATE" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "APPLICABLE PERIOD" shall have the meaning set forth in Section 3(t)
hereof.

         "BUSINESS DAY" means any day other than a day on which banks are
permitted or required to be closed in The City of New York.

         "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

         "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; PROVIDED, HOWEVER, that such depositary
must have an address in the Borough of Manhattan, The City of New York.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section
2(b) hereof.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "EXCHANGE OFFER" shall mean the offer by the Company to the Holders
to exchange all of the Registrable Securities for a like amount of EXCHANGE
SECURITIES pursuant to Section 2(a) hereof.

<PAGE>

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all documents incorporated by reference therein.

         "EXCHANGE PERIOD" shall have the meaning set forth in Section 2(a)
hereof.

         "EXCHANGE SECURITIES" shall mean the 7% Notes due June 9, 2003 issued
by the Company under the Indenture containing terms identical in all material
respects to the Securities (except that (i) interest thereon shall accrue from
the last date on which interest was paid or duly provided for on the
Securities or, if no such interest has been paid, from the date of their
original issue, (ii) they will not contain terms with respect to transfer
restrictions under the Securities Act and (iii) they will not provide for any
Special Interest Premium thereon) to be offered to Holders of Securities in
exchange for Securities pursuant to the Exchange Offer.

         "HOLDER" shall mean any Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture.

         "INDENTURE" shall mean the Indenture, dated as of October 15, 1999,
between the Company, as issuer, and Bank One Trust Company, NA, as trustee, as
the same may be amended or supplemented from time to time in accordance with
the terms thereof.

         "INITIAL PURCHASERS" shall mean Lehman Brothers Inc., Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
Securities LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
Commerzbank Capital Markets Corporation, First Union Securities, Inc.,
McDonald Investments Inc., A KeyCorp Company, RBC Dominion Securities
Corporation, U.S. Bancorp Piper Jaffray Inc., Wells Fargo Bank and The
Williams Capital Group, L.P.

         "INSPECTORS" shall have the meaning set forth in Section 3(n) hereof.

         "ISSUE DATE" shall mean June 9, 2000, the initial date of delivery of
the Securities from the Company to the Initial Purchasers.

         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Securities.

         "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
Section 3(t) hereof.

         "PERSON" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability corporation, or a government or
agency or political subdivision thereof.


                                       2

<PAGE>

         "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all documents incorporated by reference
therein.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble
to this Agreement.

         "RECORDS" shall have the meaning set forth in Section 3(n) hereof.

         "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED,
HOWEVER, that any Securities shall cease to be Registrable Securities when any
of the following occurs: (i) a Registration Statement with respect to such
Securities for the exchange or resale thereof shall have been declared
effective under the Securities Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities
shall have been sold to the public pursuant to Rule 144(k) (or any similar
provision then in force, but not Rule 144A) under the Securities Act or are
eligible to be sold without restriction as contemplated by Rule 144(k), (iii)
such Securities shall have ceased to be outstanding or (iv) such Securities
shall have been exchanged for Exchange Securities upon consummation of the
Exchange Offer and are thereafter freely tradable by the Holder thereof (other
than an Affiliate of the Company).

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or National Association of Securities Dealers,
Inc. (the "NASD") registration and filing fees, including, if applicable, the
fees and expenses of any "qualified independent underwriter" (and its counsel)
that is required to be retained by any Holder of Registrable Securities in
accordance with the rules and regulations of the NASD, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of one counsel for all
underwriters and Holders as a group in connection with blue sky qualification
of any of the Exchange Securities or Registrable Securities) and compliance
with the rules of the NASD, (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements
thereto, and in preparing or assisting in preparing, printing and distributing
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) the fees and disbursements of counsel for the Company
and of the independent certified public accountants of the Company and its
subsidiaries, including the expenses of any "cold comfort" letters required by
or incident to the performance of and compliance with this Agreement, (vi) the
reasonable fees and expenses of the Trustee and its counsel and any exchange
agent or custodian, and (vii) the reasonable fees and expenses of any special
experts retained by the Company in connection with any Registration Statement.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and
supplements to any such Registration Statement, including


                                       3

<PAGE>

post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference
therein.

         "RULE 144(k) PERIOD" shall mean the period of two years (or such
shorter period as may hereafter be referred to in Rule 144(k) under the
Securities Act (or similar successor rule)) commencing on the Issue Date.

         "SEC" shall mean the Securities and Exchange Commission.

         "SECURITIES" shall have the meaning set forth in the preamble to this
Agreement.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "SHELF REGISTRATION EVENT" shall have the meaning set forth in
Section 2(b) hereof.

         "SHELF REGISTRATION EVENT DATE" shall have the meaning set forth in
Section 2(b) hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) hereof
which covers all of the Registrable Securities (except Registrable Securities
which the Holders have elected not to include in such Shelf Registration
Statement or the Holders of which have not complied with their obligations
under the penultimate paragraph of Section 3 hereof or under the penultimate
sentence of Section 2(b) hereof) on an appropriate form under Rule 415 under
the Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference
therein.

         "SPECIAL INTEREST PREMIUM" shall have the meaning set forth in
Section 2(e) hereof.

         "TIA" shall have the meaning set forth in Section 3(k) hereof.

         "TRUSTEE" shall mean the trustee under the Indenture.

         SECTION 2. REGISTRATION UNDER THE SECURITIES ACT.

         (a) EXCHANGE OFFER. Except as set forth in Section 2(b) below, the
Company shall, for the benefit of the Holders, at the Company's cost, use its
reasonable best efforts to (i) file with the SEC within 150 calendar days
after the Issue Date an Exchange Offer Registration Statement on an
appropriate form under the Securities Act relating to the Exchange Offer, (ii)
cause such Exchange Offer Registration Statement to be declared effective
under the Securities Act by the SEC not later than the date which is 180
calendar days after the Issue Date, (iii) keep such Exchange Offer
Registration Statement effective for not less than 30 calendar days (or longer
if required by applicable law) after the date notice of the Exchange Offer is
mailed to the Holders and (iv) cause the Exchange Offer to be consummated
within 225 calendar days after the Issue Date. Promptly after the
effectiveness of the Exchange Offer Registration Statement, the Company shall
commence the Exchange Offer, it being the objective of such Exchange Offer to


                                       4

<PAGE>

enable each Holder eligible and electing to exchange Registrable Securities
for a like principal amount of Exchange Securities (provided that such Holder
(i) is not an Affiliate of the Company, (ii) is not a broker-dealer tendering
Registrable Securities acquired directly from the Company, (iii) acquires the
Exchange Securities in the ordinary course of such Holder's business and (iv)
has no arrangements or understandings with any Person to participate in the
Exchange Offer for the purpose of distributing the Exchange Securities) to
transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and under state
securities or blue sky laws.

         In connection with the Exchange Offer, the Company shall:

         (i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;

         (ii) keep the Exchange Offer open for acceptance for a period of not
less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"EXCHANGE PERIOD");

         (iii) utilize the services of the Depositary for the Exchange Offer
with respect to Securities represented by a global certificate;

         (iv) permit Holders to withdraw tendered Registrable Securities at
any time prior to the close of business, New York City time, on the last
Business Day of the Exchange Period, by sending to the institution specified
in the notice to Holders, a telegram, telex, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for exchange, and a statement that such Holder is
withdrawing his election to have such Registrable Securities exchanged;

         (v) notify each Holder that any Registrable Security not tendered by
such Holder in the Exchange Offer will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement (except in
the case of the Initial Purchasers and Participating Broker-Dealers as
provided herein); and

         (vi) otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.

         As soon as practicable after the close of the Exchange Offer, the
Company shall:

         (i) accept for exchange all Registrable Securities or portions
thereof duly tendered and not validly withdrawn pursuant to the Exchange Offer
in accordance with the terms of the Exchange Offer Registration Statement and
letter of transmittal which is an exhibit thereto;

         (ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted for
exchange by the Company; and

         (iii) issue, and cause the Trustee under the Indenture to promptly
authenticate and deliver to each Holder, Exchange Securities equal in
principal amount to the principal amount of the Securities as are surrendered
by such Holder.


                                       5
<PAGE>


         Interest on each Exchange Security issued pursuant to the Exchange
Offer will accrue from the last date on which interest was paid or duly provided
for on the Security surrendered in exchange therefor or, if no interest has been
paid on such Security, from the Issue Date. To the extent not prohibited by any
law or applicable interpretation of the staff of the SEC, the Company shall use
reasonable best efforts to complete the Exchange Offer as provided above, and
shall comply with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws in connection with the Exchange Offer.
The Exchange Offer shall not be subject to any conditions other than the
conditions referred to in Section 2(b)(i) and (ii) below and those conditions
that are customary in similar exchange offers. Each Holder of Registrable
Securities who wishes to exchange such Registrable Securities for Exchange
Securities in the Exchange Offer will be required to make certain customary
representations in connection therewith, including, in the case of any Holder,
representations that (i) it is not an Affiliate of the Company, (ii) it is not a
broker-dealer tendering Registrable Securities acquired directly from the
Company, (iii) the Exchange Securities to be received by it are being acquired
in the ordinary course of its business and (iv) at the time of the Exchange
Offer, it has no arrangements or understandings with any Person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange
Securities. The Company shall inform the Initial Purchasers, after consultation
with the Trustee, of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Initial Purchasers shall have the right to contact such
Holders in order to facilitate the tender of Registrable Securities in the
Exchange Offer.

         Upon consummation of the Exchange Offer in accordance with this Section
2(a), the provisions of this Agreement shall continue to apply, MUTATIS
MUTANDIS, solely with respect to Exchange Securities held by Participating
Broker-Dealers, and the Company shall have no further obligation to register the
Registrable Securities held by any Holder pursuant to Section 2(b) of this
Agreement.

         (b) SHELF REGISTRATION. If (i) because of any change in law or in
currently prevailing interpretations thereof by the staff of the SEC, the
Company is not permitted to effect the Exchange Offer as contemplated by Section
2(a) hereof, (ii) the Exchange Offer is not consummated within 225 days after
the Issue Date or (iii) upon the request of any Initial Purchaser with respect
to any Registrable Securities held by it, if such Initial Purchaser is not
permitted, in the reasonable opinion of Brown & Wood LLP, pursuant to applicable
law or applicable interpretations of the staff of the SEC, to participate in the
Exchange Offer and thereby receive securities that are freely tradeable without
restriction under the Securities Act and applicable blue sky or state securities
laws (other than due solely to the status of such Initial Purchaser as an
Affiliate of the Company or as a Participating Broker-Dealer) (any of the events
specified in (i), (ii) or (iii) being a "SHELF REGISTRATION EVENT", and the date
of occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), then in addition to
or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the
case may be, the Company shall promptly notify the Holders in writing thereof
and shall, at its cost, file as promptly as practicable after such Shelf
Registration Event Date and, in any event, within 90 days after such Shelf
Registration Event Date, a Shelf Registration Statement providing for the sale
by the Holders of all of the Registrable Securities (other than Registrable
Securities owned by Holders who have elected not to include such Registrable
Securities in such Shelf Registration Statement or who have not complied with
their obligations under the penultimate paragraph of Section 3 hereof or under
the penultimate sentence of this Section 2(b)), and shall use its reasonable
best efforts to cause such

                                      6
<PAGE>


Shelf Registration Statement to be declared effective by the SEC as soon as
practicable. No Holder of Registrable Securities shall be entitled to include
any of its Registrable Securities in any Shelf Registration pursuant to this
Agreement unless and until such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder and furnishes
to the Company in writing, within 15 days after receipt of a request
therefor, such information as the Company may, after conferring with counsel
with regard to information relating to Holders that would be required by the
SEC to be included in such Shelf Registration Statement or Prospectus
included therein, reasonably request for inclusion in any Shelf Registration
Statement or Prospectus included therein. Each Holder as to which any Shelf
Registration is being effected agrees to furnish to the Company all
information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.

         The Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective and the Prospectus usable for
resales for the earlier of: (a) the Rule 144(k) Period or (b) such time as all
of the securities covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement or cease to be Registrable
Securities (the "EFFECTIVENESS PERIOD"). The Company shall not permit any
securities other than (i) the Company's issued and outstanding securities
currently possessing incidental registration rights and (ii) Registrable
Securities, to be included in the Shelf Registration. The Company will, in the
event a Shelf Registration Statement is declared effective, provide to each
Holder of Registrable Securities covered thereby a reasonable number of copies
of the Prospectus which is a part of the Shelf Registration Statement, notify
each such Holder when the Shelf Registration has become effective and take any
other action required to permit unrestricted resales of the Registrable
Securities. The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registrations, and the Company agrees to
furnish to the Holders of Registrable Securities covered by such Shelf
Registration Statement copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

         (c) EXPENSES. The Company shall pay all Registration Expenses in
connection with any Registration Statement filed pursuant to Section 2(a) and/or
2(b) hereof and will reimburse the Initial Purchasers for the reasonable fees
and disbursements of Brown & Wood LLP incurred in connection with the Exchange
Offer. Except as provided herein, each Holder shall pay all expenses of its
counsel, underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

         (d) EFFECTIVE REGISTRATION STATEMENT. An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC; PROVIDED, HOWEVER, that if,
after it has been declared effective, the offering of Registrable Securities
pursuant to such Exchange Offer Registration Statement or Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Exchange
Offer Registration Statement or Shelf Registration Statement will be deemed not
to have been effective during the period of such

                                      7
<PAGE>


interference, until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume. The Company will be deemed not to
have used its reasonable best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may
be, to become, or to remain, effective during the requisite period if they
voluntarily take any action that would result in any such Registration
Statement not being declared effective or that would result in the Holders of
Registrable Securities covered thereby not being able to exchange or offer
and sell such Registrable Securities during that period, unless such action
is required by applicable law.

         (e) SPECIAL INTEREST PREMIUM. In the event that:

              (i) the Exchange Offer Registration Statement is not filed with
the SEC on or prior to the 150th day after the Issue Date, then, commencing on
the 151st day after the Issue Date, a special interest premium (the "SPECIAL
INTEREST PREMIUM") shall accrue on the principal amount of the Securities at a
rate of 0.25% per annum;

              (ii) the Exchange Offer Registration Statement is not declared
effective by the SEC on or prior to the 180th day after the Issue Date, then,
commencing on the 181st day after the Issue Date, a Special Interest Premium
shall accrue on the principal amount of the Securities at a rate of 0.25% per
annum;

              (iii) (A) the Company has not exchanged Exchange Securities for
all Securities validly tendered in respect of the Exchange Securities, in
accordance with the terms of the Exchange Offer on or prior to the 225th day
after the Issue Date or (B) if the Shelf Registration Statement is required to
be filed pursuant to Section 2(b) but is not declared effective by the SEC on or
prior to the 225th day after the Issue Date, then, commencing on the 226th day
after the Issue Date, a Special Interest Premium shall accrue on the principal
amount of the Securities at the rate of 0.25% per annum; or

              (iv) the Shelf Registration Statement has been declared effective
and such Shelf Registration Statement ceases to be effective or the Prospectus
ceases to be usable for resales (A) at any time prior to the expiration of the
Effectiveness Period or (B) if related to corporate developments, public filings
or similar events or to correct a material misstatement or omission in the
Prospectus, for more than 60 days (whether or not consecutive) in any
twelve-month period, then a Special Interest Premium shall accrue on the
principal amount of the Securities at a rate of 0.25% per annum commencing on
the day (in the case of (A) above), or the 61st day after (in the case of (B)
above), such Shelf Registration Statement ceases to be effective or the
Prospectus ceases to be usable for resales;

PROVIDED, HOWEVER, that the aggregate amount of the Special Interest Premium in
respect of the Securities may not exceed 0.25% per annum; PROVIDED, FURTHER,
HOWEVER, that (1) upon the filing of the Exchange Offer Registration Statement
(in the case of clause (i) above), (2) upon the effectiveness of the Exchange
Offer Registration Statement (in the case of clause (ii) above), (3) upon the
exchange of Exchange Securities for all Securities validly tendered (in the case
of clause (iii)(A) above) or upon the effectiveness of the Shelf Registration
Statement (in the case of clause (iii) (B) above) or (4) the earlier of (y) such
time as the Shelf Registration Statement which had ceased to remain effective or
the Prospectus which had ceased to be usable for resales

                                      8
<PAGE>


again becomes effective and usable for resales and (z) the expiration of the
Effectiveness Period (in the case of clause (iv) above), the Special Interest
Premium on the principal amount of the Securities as a result of such clause
(or the relevant subclause thereof) shall cease to accrue;

PROVIDED, FURTHER, HOWEVER, that if the Exchange Offer Registration Statement is
not declared effective by the SEC on or prior to the 225th day after the Issue
Date and the Company shall request Holders to provide the information required
by the SEC for inclusion in the Shelf Registration Statement, the Securities
owned by Holders who do not provide such information when required pursuant to
Section 2(b) will not be entitled to any Special Interest Premium for any day
after the 225th day after the Issue Date.

         Any Special Interest Premium due pursuant to Section 2(e)(i), (ii),
(iii) or (iv) above will be payable in cash on the next succeeding June 9 or
December 9, as the case may be, to Holders on the relevant record dates for the
payment of interest pursuant to the Indenture.

         (f) SPECIFIC ENFORCEMENT. Without limiting the remedies available to
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Holders for which there is no adequate remedy
at law, that it would not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, any Holder may obtain such
relief as may be required to specifically enforce the Company's obligations
under Section 2(a) and Section 2(b) hereof.

         SECTION 3. REGISTRATION PROCEDURES. In connection with the obligations
of the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall use its reasonable best efforts to:

         (a) prepare and file with the SEC a Registration Statement or
Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within
the relevant time period specified in Section 2 hereof on the appropriate form
under the Securities Act, which form shall (i) be selected by the Company, (ii)
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof and, in the case of an
Exchange Offer, be available for the exchange of Registrable Securities, and
(iii) comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith; the Company shall use its reasonable best efforts to cause such
Registration Statement to become effective and remain effective (and, in the
case of a Shelf Registration Statement, the Prospectus to be usable for resales)
in accordance with Section 2 hereof; PROVIDED, HOWEVER, that if (1) such filing
is pursuant to Section 2(b), or (2) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2(a) is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Securities, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Company shall furnish
to and afford the Holders of the Registrable Securities and each such
Participating Broker-Dealer, as the case may be, covered by such Registration
Statement, their counsel and the managing underwriters, if any, a reasonable
opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto)
proposed to be filed; and the Company shall not file any Registration Statement
or Prospectus or any amendments or supplements thereto

                                      9
<PAGE>


in respect of which the Holders must be afforded an opportunity to review
prior to the filing of such document if the Majority Holders of the
Registrable Securities, depending solely upon which Holders must be afforded
the opportunity of such review, or such Participating Broker-Dealer, as the
case may be, their counsel or the managing underwriters, if any, shall
reasonably object in a timely manner;

         (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the Effectiveness Period or the Applicable
Period, as the case may be, and cause each Prospectus to be supplemented, if so
determined by the Company or requested by the SEC, by any required prospectus
supplement and as so supplemented to be filed pursuant to Rule 424 (or any
similar provision then in force) under the Securities Act, and comply with the
provisions of the Securities Act, the Exchange Act and the rules and regulations
promulgated thereunder applicable to it with respect to the disposition of all
securities covered by each Registration Statement during the Effectiveness
Period or the Applicable Period, as the case may be, in accordance with the
intended method or methods of distribution by the selling Holders thereof
described in this Agreement (including sales by any Participating
Broker-Dealer);

         (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities included in the Shelf Registration Statement, at least
three Business Days prior to filing, that a Shelf Registration Statement with
respect to the Registrable Securities is being filed and advising such Holder
that the distribution of Registrable Securities will be made in accordance with
the method selected by the Majority Holders of the Registrable Securities, (ii)
furnish to each Holder of Registrable Securities included in the Shelf
Registration Statement and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary prospectus, and any amendment or
supplement thereto, and such other documents as such Holder or underwriter may
reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Securities and (iii) consent to the use of the Prospectus or
any amendment or supplement thereto by each of the selling Holders of
Registrable Securities included in the Shelf Registration Statement in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;

         (d) in the case of a Shelf Registration, register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions by the time the applicable Registration Statement is
declared effective by the SEC as any Holder of Registrable Securities covered by
a Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request in writing in advance of such
date of effectiveness, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder and underwriter to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; PROVIDED, HOWEVER, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (ii) file any general consent to service of process in any
jurisdiction where it would not otherwise be subject to such service of process
or (iii) subject itself to taxation in any such jurisdiction if it is not then
so subject;

                                      10
<PAGE>


         (e) (1) in the case of a Shelf Registration or (2) if Participating
Broker-Dealers from whom the Company have received prior written notice that
they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in Section 3(t) hereof, are seeking to sell
Exchange Securities and are required to deliver Prospectuses, promptly notify
each Holder of Registrable Securities, or such Participating Broker-Dealers, as
the case may be, their counsel and the managing underwriters, if any, and
promptly confirm such notice in writing (i) when a Registration Statement has
become effective and when any post-effective amendments thereto become
effective, (ii) of any request by the SEC or any state securities authority for
amendments and supplements to a Registration Statement or Prospectus or for
additional information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the
qualification of the Registrable Securities or the Exchange Securities to be
offered or sold by any Participating Broker-Dealer in any jurisdiction described
in Section 3(d) hereof or the initiation of any proceedings for that purpose,
(iv) in the case of a Shelf Registration, if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any purchase agreement, securities sales agreement or other similar agreement
cease to be true and correct in all material respects, (v) of the happening of
any event or the failure of any event to occur or the discovery of any facts,
during the Effectiveness Period, which makes any statement made in such
Registration Statement or the related Prospectus untrue in any material respect
or which causes such Registration Statement or Prospectus to omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, as well as any
other corporate developments, public filings with the SEC or similar events
causing such Registration Statement not to be effective or the Prospectus not to
be useable for resales and (vi) of the reasonable determination of the Company
that a post-effective amendment to the Registration Statement would be
appropriate;

         (f) obtain the withdrawal of any order suspending the effectiveness of
a Registration Statement at the earliest possible moment;

         (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities included within the coverage of such Shelf Registration
Statement, without charge, at least one conformed copy of each Registration
Statement relating to such Shelf Registration and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);

         (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends (except any customary legend borne by securities
held through The Depository Trust Company or any similar depository) and in such
denominations (consistent with the provisions of the Indenture and the officers'
certificate establishing the forms and the terms of the Securities pursuant to
the Indenture) and registered in such names as the selling Holders or the
underwriters may reasonably request at least two Business Days prior to the
closing of any sale of Registrable Securities pursuant to such Shelf
Registration Statement;


                                      11
<PAGE>


         (i) in the case of a Shelf Registration or an Exchange Offer
Registration, promptly after the occurrence of any event specified in Section
3(e)(ii), 3(e)(iii), 3(e)(v) (subject to a 60-day grace period within any
twelve-month period) or 3(e)(vi) hereof, prepare a supplement or post-effective
amendment to such Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not include any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
and the Company shall notify each Holder to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an event, and each Holder
hereby agrees to suspend use of the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission;

         (j) obtain a CUSIP number and other relevant securities identification
numbers for the Exchange Securities or the Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement, and
provide the Trustee with certificates for the Exchange Securities or the
Registrable Securities, as the case may be, in a form eligible for deposit with
the Depositary;

         (k) cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, and effect
such changes to such documents as may be required for them to be so qualified in
accordance with the terms of the TIA and execute, and cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable such documents
to be so qualified in a timely manner;

         (l) in the case of a Shelf Registration, enter into such agreements
(including underwriting agreements) as are customary in underwritten offerings
and take all such other appropriate actions in connection therewith as are
reasonably requested by the Holders of at least 25% in aggregate principal
amount of the Registrable Securities in order to expedite or facilitate the
registration or the disposition of the Registrable Securities;

         (m) in the case of a Shelf Registration, whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration, if requested by (x) an Initial Purchaser, in the case where such
Initial Purchaser holds Securities acquired by it as part of its initial
placement and Holders of at least 25% in aggregate principal amount of the
Registrable Securities covered thereby: (i) make such representations and
warranties to Holders of such Registrable Securities and the underwriters (if
any), with respect to the business of the Company and its subsidiaries as then
conducted and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings, and
confirm the same if and when requested; (ii) obtain opinions of counsel to the
Company and updates thereof (which may be in the form of a reliance letter) in
form and substance reasonably satisfactory to the managing underwriters (if any)
and the Holders of a majority in amount of the Registrable Securities being
sold, addressed to each selling Holder and the underwriters (if any) covering
the matters customarily covered in opinions requested in underwritten offerings
and such other

                                      12
<PAGE>


matters as may be reasonably requested by such underwriters (it being agreed
that the matters to be covered by such opinion may be subject to customary
qualifications and exceptions); (iii) obtain "cold comfort" letters and
updates thereof in form and substance reasonably satisfactory to the managing
underwriters from the independent certified public accountants of the
Company, and its subsidiaries (and, if necessary, any other independent
certified public accountants of any business acquired or to be acquired by
the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters
of the type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No. 72; and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set
forth in Section 4 hereof (or such other provisions and procedures acceptable
to Holders of a majority in aggregate principal amount of Registrable
Securities covered by such Registration Statement and the managing
underwriters) customary for such agreements with respect to all parties to be
indemnified pursuant to said Section (including, without limitation, such
underwriters and selling Holders); and in the case of an underwritten
registration, the above requirements shall be satisfied at each closing under
the related underwriting agreement or as and to the extent required
thereunder;

         (n) if (1) a Shelf Registration is filed pursuant to Section 2(b) or
(2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, make reasonably available for inspection by any selling
Holder of Registrable Securities or Participating Broker-Dealer, as applicable,
who certifies to the Company that it has a current intention to sell Registrable
Securities pursuant to the Shelf Registration, any underwriter participating in
any such disposition of Registrable Securities, if any, and any attorney,
accountant or other agent retained by any such selling Holder, Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the
"INSPECTORS"), at the offices where normally kept, during the Company's normal
business hours, all financial and other records, pertinent organizational and
operational documents and properties of the Company and its subsidiaries
(collectively, the "RECORDS") as shall be reasonably necessary to enable them to
conduct due diligence activities, and cause the officers, trustees and employees
of the Company and its subsidiaries to supply all relevant information in each
case reasonably requested by any such Inspector in connection with such
Registration Statement; records and information which the Company determines, in
good faith, to be confidential and any Records and information which it notifies
the Inspectors are confidential shall not be disclosed to any Inspector except
where (i) the disclosure of such Records or information is necessary to avoid or
correct a material misstatement or omission in such Registration Statement, (ii)
the release of such Records or information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction or is necessary in connection
with any action, suit or proceeding or (iii) such Records or information
previously has been made generally available to the public; each selling Holder
of such Registrable Securities and each such Participating Broker-Dealer will be
required to agree in writing that Records and information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by
it as the basis for any market transactions in the securities of the Company
unless and until such is made generally available to the public through no fault
of an Inspector or a selling Holder; and each

                                      13
<PAGE>


selling Holder of such Registrable Securities and each such Participating
Broker-Dealer will be required to further agree in writing that it will, upon
learning that disclosure of such Records or information is sought in a court
of competent jurisdiction, or in connection with any action, suit or
proceeding, give notice to the Company and allow the Company at its expense
to undertake appropriate action to prevent disclosure of the Records and
information deemed confidential;

         (o) comply with all applicable rules and regulations of the SEC so long
as any provision of this Agreement shall be applicable and make generally
available to its securityholders earning statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 60 days after the end of any 12-month period if such period
is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Company
after the effective date of a Registration Statement, which statements shall
cover said 12-month periods, provided that the obligations under this paragraph
(o) shall be satisfied by the timely filing of quarterly and annual reports on
Forms 10-Q and 10-K under the Exchange Act;

         (p) upon consummation of an Exchange Offer, if requested by the
Trustee, obtain an opinion of counsel to the Company addressed to the Trustee
for the benefit of all Holders of Registrable Securities participating in the
Exchange Offer, substantially to the effect that the Company has duly
authorized, executed and delivered the Exchange Securities and the Exchange
Securities constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company, in accordance with its terms (with customary
exceptions);

         (q) if an Exchange Offer is to be consummated, upon delivery of the
Registrable Securities by Holders to the Company (or to such other Person as
directed by the Company), in exchange for the Exchange Securities, the Company
shall mark, or cause to be marked, on such Securities delivered by such Holders
that such Securities are being cancelled in exchange for the Exchange
Securities; it being understood that in no event shall such be marked as paid or
otherwise satisfied;

         (r) cooperate with each seller of Registrable Securities covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;

         (s) take all other steps necessary to effect the registration of the
Registrable Securities covered by a Registration Statement contemplated hereby;

         (t) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," which section shall be reasonably acceptable to the Initial
Purchasers or another representative of the Participating Broker-Dealers, and
which shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential "underwriter" status of
any broker-dealer that holds Registrable Securities acquired for its own account
as a result of

                                      14
<PAGE>


market-making activities or other trading activities (a "PARTICIPATING
BROKER-DEALER") and that will be the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) of Exchange Securities to be received by such
broker-dealer in the Exchange Offer, whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of the Initial Purchasers or such other
representative, represent the prevailing views of the staff of the SEC,
including a statement that any such broker-dealer who receives Exchange
Securities for Registrable Securities pursuant to the Exchange Offer may be
deemed a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Company the notice referred to in Section 3(e), without
charge, as many copies of each Prospectus included in the Exchange Offer
Registration Statement, including any preliminary Prospectus, and any
amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request (the Company hereby consents to the use of the Prospectus
forming part of the Exchange Offer Registration Statement or any amendment or
supplement thereto by any Person subject to the prospectus delivery
requirements of the Securities Act, including all Participating
Broker-Dealers, in connection with the sale or transfer of the Exchange
Securities covered by the Prospectus or any amendment or supplement thereto),
(iii) use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained
therein in order to permit such Prospectus to be lawfully delivered by all
Persons subject to the prospectus delivery requirements of the Securities Act
for such period of time as such Persons must comply with such requirements
under the Securities Act and applicable rules and regulations in order to
resell the Exchange Securities; PROVIDED, HOWEVER, that such period shall not
be required to exceed 225 days (or such longer period if extended pursuant to
the last sentence of Section 3 hereof) (the "APPLICABLE PERIOD"), and (iv)
include in the transmittal letter or similar documentation to be executed by
an exchange offeree in order to participate in the Exchange Offer (x) the
following provision:

             "If the exchange offeree is a broker-dealer holding Registrable
             Securities acquired for its own account as a result of
             market-making activities or other trading activities, it will
             deliver a prospectus meeting the requirements of the Securities
             Act in connection with any resale of Exchange Securities received
             in respect of such Registrable Securities pursuant to the Exchange
             Offer"; and

             (y) a statement to the effect that by a broker-dealer making the
             acknowledgment described in clause (x) and by delivering a
             Prospectus in connection with the exchange of Registrable
             Securities, the broker-dealer will not be deemed to admit that it
             is an underwriter within the meaning of the Securities Act; and

         (B) in the case of any Exchange Offer Registration Statement, the
Company agrees to deliver to the Initial Purchasers or to another representative
of the Participating Broker-Dealers, if reasonably requested by an Initial
Purchaser or such other representative of Participating Broker-Dealers, on
behalf of the Participating Broker-Dealers upon consummation of the Exchange
Offer (i) an opinion of counsel in form and substance reasonably satisfactory to
such Initial Purchaser or such other representative of the Participating
Broker-Dealers, covering the matters customarily covered in opinions requested
in connection with Exchange Offer Registration Statements and such other matters
as may be reasonably requested (it being agreed

                                      15
<PAGE>


that the matters to be covered by such opinion may be subject to customary
qualifications and exceptions), (ii) an officers' certificate substantially
similar to that specified in Section 6(d) and (e) of the Purchase Agreement
and such additional certifications as are customarily delivered in a public
offering of debt securities and (iii) upon the effectiveness of the Exchange
Offer Registration Statement, comfort letters, in each case, in customary
form if permitted by Statement on Auditing Standards No. 72.

         The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Company such
information regarding such seller as may be required by the staff of the SEC to
be included in a Registration Statement. The Company may exclude from such
registration the Registrable Securities of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request.
The Company shall have no obligation to register under the Securities Act the
Registrable Securities of a seller who so fails to furnish such information.

         In the case of a Shelf Registration Statement, or if Participating
Broker-Dealers who have notified the Company that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
this Section 3(t) hereof are seeking to sell Exchange Securities and are
required to deliver Prospectuses, each Holder agrees that, upon receipt of any
notice from the Company of the occurrence of any event specified in Section
3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof or until it is advised in
writing (the "ADVICE") by the Company that the use of the applicable Prospectus
may be resumed, and, if so directed by the Company, such Holder will deliver to
the Company (at the Company's expense) all copies in such Holder's possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities or Exchange Securities, as the
case may be, current at the time of receipt of such notice. If the Company shall
give any such notice to suspend the disposition of Registrable Securities or
Exchangeable Securities, as the case may be, pursuant to a Registration
Statement, the Company shall use its reasonable best efforts to file and have
declared effective (if an amendment) as soon as practicable after the resolution
of the related matters an amendment or supplement to the Registration Statement
and shall extend the period during which such Registration Statement is required
to be maintained effective and the Prospectus usable for resales pursuant to
this Agreement by the number of days in the period from and including the date
of the giving of such notice to and including the date when the Company shall
have made available to the Holders (x) copies of the supplemented or amended
Prospectus necessary to resume such dispositions or (y) the Advice.

         SECTION 4. INDEMNIFICATION AND CONTRIBUTION. (a) In connection with any
Registration Statement, the Company shall indemnify and hold harmless the
Initial Purchasers, each Holder, each underwriter who participates in an
offering of the Registrable Securities, each Participating Broker-Dealer, each
Person, if any, who controls any of such parties within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act and each of their
respective directors, officers, employees and agents, as follows:


                                      16
<PAGE>

         (i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment or supplement thereto), covering Registrable Securities or Exchange
Securities, as applicable, or the omission or alleged omission therefrom of a
material fact required to be stated therein, in the light of the circumstances
under which they were made, not misleading;

         (ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to Section 4(d)
hereof) any such settlement is effected with the prior written consent of the
Company; and

         (iii) against any and all expenses whatsoever, as incurred (including
the reasonable fees and disbursements of counsel chosen by such Holder, such
Participating Broker-Dealer, or any underwriter (except to the extent
otherwise expressly provided in Section 4(c) hereof)), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) of this Section
4(a);

PROVIDED, HOWEVER, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished in writing to the Company by the
Initial Purchasers or such Holder, underwriter or Participating Broker-Dealer
for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto).

         (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, each Initial Purchaser, each underwriter who
participates in the offering of Registrable Securities, each Participating
Broker-Dealer, the other Holders, and each Person, if any, who controls any of
such parties within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act and each of their respective directors, officers,
employees and agents, against any and all loss, liability, claim, damage and
expense whatsoever described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in a Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Holder expressly for use in such Registration Statement
(or any amendment thereto), or any such Prospectus (or any amendment or
supplement thereto); PROVIDED, HOWEVER, that in the case of a Shelf
Registration Statement, no such Holder shall be liable for any claims
hereunder in excess of the amount of net proceeds received by such Holder from
the sale of Registrable Securities pursuant to such Shelf Registration
Statement.


                                      17

<PAGE>

         (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party
from any liability which it may have under this Section 4 to the extent that
it is not materially prejudiced by such failure as a result thereof, and in
any event shall not relieve it from liability which it may have otherwise on
account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 4(a) or (b) above, counsel to the indemnified parties
shall be selected by such parties. An indemnifying party may participate at
its own expense in the defense of such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to local counsel), separate from their own counsel, for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional written
release of each indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

         (d) If at any time an indemnified party shall have validly requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

         (e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unenforceable by an indemnified party
although applicable in accordance with its terms, the Company and the Holders
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by
the Company and the Holders, as incurred; PROVIDED, HOWEVER, that no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person that was
not guilty of such fraudulent misrepresentation. As between the Company and
the Holders, such parties shall contribute to such aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement in such proportion as shall be appropriate to reflect the
relative fault of the Company, on the one hand, and the Holders, on the other
hand, with respect to the statements or omissions which resulted in such loss,
liability, claim, damage or expense, or action in respect thereof, as well as
any other relevant equitable considerations. The relative fault of the
Company, on the


                                      18

<PAGE>

one hand, and of the Holders, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, on the one hand,
or by or on behalf of the Holders, on the other, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Holders agree that it would
not be just and equitable if contribution pursuant to this Section 4 were to
be determined by pro rata allocation or by any other method of allocation that
does not take into account the relevant equitable considerations. For purposes
of this Section 4, each Affiliate of a Holder, and each director, officer and
employee and Person, if any, who controls a Holder or such Affiliate within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution as such Holder and each Person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company.

         SECTION 5. PARTICIPATION IN AN UNDERWRITTEN REGISTRATION. No Holder
may participate in an underwritten registration hereunder unless such Holder
(a) agrees to sell such Holder's Registrable Securities on the basis provided
in the underwriting arrangement approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents reasonably required under the terms of
such underwriting arrangements.

         SECTION 6. SELECTION OF UNDERWRITERS. The Holders of Registrable
Securities covered by the Shelf Registration Statement who desire to do so may
sell the Securities covered by such Shelf Registration in an underwritten
offering, subject to the provisions of Section 3(l) hereof. In any such
underwritten offering, the underwriter or underwriters and manager or managers
that will administer the offering will be selected by the Holders of a
majority in aggregate principal amount of the Registrable Securities included
in such offering; PROVIDED, HOWEVER, that such underwriters and managers must
be reasonably satisfactory to the Company.

         SECTION 7. MISCELLANEOUS.

         (a) RULE 144 AND RULE 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the Exchange Act and any
Registrable Securities remain outstanding, the Company will file the reports
required to be filed by it under the Securities Act and Section 13(a) or 15(d)
of the Exchange Act and the rules and regulations adopted by the SEC
thereunder; PROVIDED, HOWEVER, that if the Company ceases to be so required to
file such reports, it will, upon the request of any Holder of Registrable
Securities, (a) make publicly available such information as is necessary to
permit sales of its securities pursuant to Rule 144 under the Securities Act,
(b) deliver such information to a prospective purchaser as is necessary to
permit sales of its securities pursuant to Rule 144A under the Securities Act,
and (c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, (ii) Rule 144A
under the Securities Act, as such rule may be amended from time to time, or
(iii) any similar rules or


                                      19

<PAGE>

regulations hereafter adopted by the SEC. Upon the request of any Holder of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.

         (b) NO INCONSISTENT AGREEMENTS. The Company has not entered into, nor
will the Company on or after the date of this Agreement enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the
holders of the Company's other issued and outstanding securities under any
such agreements.

         (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of
Holders of a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure; PROVIDED that no amendment, modification or supplement or
waiver or consent to the departure with respect to the provisions of Section 4
hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder of Registrable Securities.
Notwithstanding the foregoing sentence (i) this Agreement may be amended,
without the consent of any Holder of Registrable Securities, by written
agreement signed by the Company and the Initial Purchasers, to cure any
ambiguity, correct or supplement any provision of this Agreement that may be
inconsistent with any other provision of this Agreement or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with other provisions of this Agreement, (ii)
this Agreement may be amended, modified or supplemented, and waivers and
consents to departures from the provisions hereof may be given, by written
agreement signed by the Company and the Initial Purchasers to the extent that
any such amendment, modification, supplement, waiver or consent is, in their
reasonable judgment, necessary or appropriate to comply with applicable law
(including any interpretation of the Staff of the SEC) or any change therein
and (iii) to the extent any provision of this Agreement relates to an Initial
Purchaser, such provision may be amended, modified or supplemented, and
waivers or consents to departures from such provisions may be given, by
written agreement signed by such Initial Purchaser and the Company.

         (d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder
to the Company by means of a notice given in accordance with the provisions of
this Section 7(d), which address initially is, with respect to each Initial
Purchaser, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 7(d).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged,


                                      20

<PAGE>

if telecopied; and on the next Business Day, if timely delivered to an air
courier guaranteeing overnight delivery.

         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

         (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of the Initial
Purchasers, including, without limitation and without the need for an express
assignment, subsequent Holders; PROVIDED, HOWEVER, that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture. If any transferee of any Holder shall acquire Registrable
Securities in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities, such Person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof.

         (f) THIRD PARTY BENEFICIARIES. Each Holder and any Participating
Broker-Dealer shall be third party beneficiaries of the agreements made
hereunder among the Initial Purchasers and the Company, and the Initial
Purchasers shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
or the rights of Holders hereunder.

         (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE
IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT,
AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.

         (j) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (k) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company
or its Affiliates shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


                                      21

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                 U S WEST COMMUNICATIONS, INC.


                                 By: /s/ SEAN P. FOLEY
                                    -----------------------
                                    Name: Sean P. Foley
                                    Title: Vice President and Treasurer


Confirmed and accepted as of
the date first above written:
LEHMAN BROTHERS INC.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.


By: LEHMAN BROTHERS INC.



By: /s/ MARTIN GOLDBERG
   ----------------------------------
      Authorized Signatory


For themselves and as Representatives of the
         several Initial Purchasers






                                      22
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.B
<SEQUENCE>4
<FILENAME>a2027138zex-4_b.txt
<DESCRIPTION>EXHIBIT 4-B
<TEXT>

<PAGE>
                             LETTER OF TRANSMITTAL

                               QWEST CORPORATION

                               OFFER TO EXCHANGE
                         7 5/8% NOTES DUE JUNE 9, 2003
                                FOR ANY AND ALL
                   OUTSTANDING 7 5/8% NOTES DUE JUNE 9, 2003
             PURSUANT TO THE PROSPECTUS DATED               , 2000

- --------------------------------------------------------------------------------
    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
  , 2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

THE PRINCIPAL EXCHANGE AGENT (THE "EXCHANGE AGENT") FOR THE EXCHANGE OFFER IS:

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION

<TABLE>
<S>                                            <C>
                  BY MAIL:                          BY HAND, OVERNIGHT MAIL OR COURIER:

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION   BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
            ATTENTION: EXCHANGES                           ATTENTION: EXCHANGES
       GLOBAL CORPORATE TRUST SERVICES                GLOBAL CORPORATE TRUST SERVICES
   1 BANK ONE PLAZA, MAIL SUITE IL 1-0122            ONE NORTH STATE STREET, 9TH FLOOR
           CHICAGO, IL 60670-0122                            CHICAGO, IL 60602

                     or                                             or
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION   BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
            ATTENTION: EXCHANGES                           ATTENTION: EXCHANGES
       GLOBAL CORPORATE TRUST SERVICES                GLOBAL CORPORATE TRUST SERVICES
          14 WALL STREET, 8TH FLOOR                      14 WALL STREET, 8TH FLOOR
             NEW YORK, NY 10005                             NEW YORK, NY 10005
</TABLE>

    FOR QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR OTHER INFORMATION,
YOU MAY CONTACT THE EXCHANGE AGENT.

    DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
LETTER OF TRANSMITTAL.

    The undersigned acknowledges that he or she has received the prospectus
dated               , 2000 (the "prospectus") of Qwest Corporation (the
"Company"), and this Letter of Transmittal and the instructions hereto (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of each of its 7 5/8%
Notes due June 9, 2003 (the "new Notes") the offering of which has been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement of which the prospectus is a part, for each
$1,000 principal amount of its outstanding 7 5/8% Notes due June 9, 2003 (the
"old Notes"), of which $1,000,000,000 aggregate principal amount is outstanding,
upon the terms and subject to the conditions set forth in the prospectus. The
term "Expiration Date" will mean 5:00 p.m., New York City time, on
  , 2000, unless the Company, in its sole discretion, extends the Exchange
Offer, in which case the term will mean the latest date and time to which the
Exchange Offer is
<PAGE>
extended by the Company. Capitalized terms used but not defined herein have the
meaning given to them in the prospectus.

    This Letter of Transmittal is to be used if: (1) certificates representing
old Notes are to be physically delivered to the Exchange Agent herewith by
Holders (as defined below); (2) tender of old Notes is to be made by book-entry
transfer to an account maintained by the Exchange Agent at The Depository Trust
Company ("DTC"), pursuant to the procedures set forth in "The Exchange Offer--
Procedures for Tendering Old 7 5/8% Notes" in the prospectus by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of old Notes; or (3) tender of old Notes is to be
made according to the guaranteed delivery procedures set forth in the prospectus
under "The Exchange Offer--Guaranteed Delivery Procedures." Delivery of this
Letter of Transmittal and any other required documents must be made to the
Exchange Agent.

    DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

    The term "Holder" as used herein means any person in whose name old Notes
are registered on the books of the Company or any other person who has obtained
a properly completed bond power from the registered holder.

    All Holders of old Notes who wish to tender their old Notes must, before the
Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or
a facsimile thereof, to the Exchange Agent, in person or to the address set
forth above; and (2) tender (and not withdraw) his or her old Notes or, if a
tender of old Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a
"Book-Entry Confirmation"), in each case in accordance with the procedures for
tendering described in the Instructions to this Letter of Transmittal. Holders
of old Notes whose certificates are not immediately available, or who are unable
to deliver their certificates or Book-Entry Confirmation and all other documents
required by this Letter of Transmittal to be delivered to the Exchange Agent on
or before the Expiration Date, must tender their old Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--Guaranteed Delivery Procedures" in the prospectus. (See Instruction 2.)

    Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the old Notes validly tendered and not withdrawn and
the issuance of the new Notes will be made promptly following the Expiration
Date. For the purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange validly tendered old Notes when, as and if the Company has
given written notice thereof to the Exchange Agent.

    The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.

    PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE
INSTRUCTION 12.

    HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF
ITS TERMS.

    List below the old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separate signed

                                       2
<PAGE>
schedule, attached hereto. The minimum permitted tender is $1,000 in principal
amount of each of the 7 5/8% Notes due June 9, 2003. All other tenders must be
in integral multiples of $1,000.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>
                                                BOX I
                            DESCRIPTION OF 7 5/8% NOTES DUE JUNE 9, 2003
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                            (A)                        (B)
                                                                               AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)*        CERTIFICATE            AMOUNT TENDERED (IF
(PLEASE FILL IN, IF BLANK)                               NUMBER(S)              LESS THAN ALL)**
- -----------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>

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

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

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

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

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

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

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

                                                      TOTAL PRINCIPAL
                                                    AMOUNT OF OLD NOTES

- -----------------------------------------------------------------------------------------------------
</TABLE>

*   Need not be completed by book-entry Holders.

**  Need not be completed by Holders who wish to tender all old Notes listed.

              PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

                                       3
<PAGE>
- -------------------------------------------

                                     BOX II

                       SPECIAL REGISTRATION INSTRUCTIONS

                         (SEE INSTRUCTIONS 4, 5 AND 6)

      To be completed ONLY if certificates for old Notes in a principal amount
  not tendered, or new Notes issued in exchange for old Notes accepted for
  exchange, are to be issued in the name of someone other than the
  undersigned.

  Issue certificate(s) to:

  Name: ______________________________________________________________________
                                 (PLEASE PRINT)

   __________________________________________________________________________
                                 (PLEASE PRINT)

  Address: ___________________________________________________________________

  ____________________________________________________________________________
                              (INCLUDING ZIP CODE)

  ____________________________________________________________________________
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

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

                                    BOX III
                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE INSTRUCTIONS 4, 5 AND 6)

      To be completed ONLY if certificates for old Notes in a principal amount
  not tendered, or new Notes issued in exchange for old Notes accepted for
  exchange, are to be delivered to someone other than the undersigned.

  Deliver certificate(s) to:

  Name: ______________________________________________________________________
                                 (PLEASE PRINT)

   __________________________________________________________________________
                                 (PLEASE PRINT)

  Address: ___________________________________________________________________

  ____________________________________________________________________________
                              (INCLUDING ZIP CODE)

  ____________________________________________________________________________
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- -----------------------------------------------------

                                       4
<PAGE>
IMPORTANT:  THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
            CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY
            TRANSFER OF SUCH OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF
            GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF
            GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR
            BEFORE THE EXPIRATION DATE.

/ /  CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT MAINTAINED
    BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution ______________________________________________

/ /  The Depository Trust Company

    Account Number _____________________________________________________________

    Transaction Code Number ____________________________________________________

    Holders whose old Notes are not immediately available or who cannot deliver
    their old Notes and all other documents required hereby to the Exchange
    Agent on or before the Expiration Date may tender their old Notes according
    to the guaranteed delivery procedures set forth in the prospectus under the
    caption "The Exchange Offer--Guaranteed Delivery Procedures." (See
    Instruction 2.)

/ /  CHECK HERE IF OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
    FOLLOWING:

    Name(s) of Tendering Holder(s) _____________________________________________

    Date of Execution of Notice of Guaranteed Delivery _________________________

    Name of Institution which Guaranteed Delivery ______________________________

    Transaction Code Number ____________________________________________________

/ /  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
    COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
    THERETO:

    Name: ______________________________________________________________________

    Address: ___________________________________________________________________

                                       5
<PAGE>
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
                PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

    Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Qwest Corporation (the "Company") the principal amount of old
Notes indicated above.

    Subject to and effective upon the acceptance for exchange of the principal
amount of old Notes tendered hereby in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the old Notes tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company and as Trustee under the Indenture
for the old Notes and the new Notes) with respect to the tendered old Notes with
full power of substitution (such power of attorney being deemed an irrevocable
power coupled with an interest), subject only to the right of withdrawal
described in the prospectus, to (1) deliver certificates for such old Notes to
the Company or transfer ownership of such old Notes on the account books
maintained by DTC, together, in either such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company and
(2) present such old Notes for transfer on the books of the Company and receive
all benefits and otherwise exercise all rights of beneficial ownership of such
old Notes, all in accordance with the terms of the Exchange Offer.

    The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the new Notes issued pursuant to the Exchange Offer in exchange for the old
Notes may be offered for resale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who purchased such old Notes directly from
the Company for resale pursuant to Rule 144A, Regulation S or any other
available exemption under the Securities Act or a person that is an "affiliate"
of the Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such new Notes are acquired in the ordinary course
of such holders' business and such holders are not participating, do not intend
to participate and have no arrangement or understanding with any person to
participate, in the distribution of such new Notes.

    The undersigned represents and warrants that: (1) the new Notes acquired
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving new Notes (which will be the undersigned unless
otherwise indicated in the box entitled "Special Delivery Instructions" above)
(the "Recipient"); (2) neither the undersigned nor the Recipient (if different)
is engaged in, intends to engage in or has any arrangement or understanding with
any person to participate in the distribution (as that term is interpreted by
the SEC) of such new Notes; and (3) neither the undersigned nor the Recipient
(if different) is an "affiliate" of the Company as defined in Rule 405 under the
Securities Act, or if it is an affiliate, it will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable.

    If the undersigned is a broker-dealer, the undersigned further:
(1) represents that it acquired old Notes for the undersigned's own account as a
result of market-making activities or other trading activities; (2) represents
that it has not entered into any arrangement or understanding with the Company
or any "affiliate" of the Company (within the meaning of Rule 405 under the
Securities Act) to distribute the new Notes to be received in the Exchange
Offer; and (3) acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act (for which purposes, the delivery of the
prospectus, as the same may be hereafter supplemented or amended, will be
sufficient) in connection with any resale of new Notes received in the Exchange
Offer. Such a broker-dealer will not

                                       6
<PAGE>
be deemed, solely by reason of such acknowledgment and prospectus delivery, to
admit that it is an "underwriter" within the meaning of the Securities Act.

    The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the old Notes
tendered hereby and to acquire new Notes issuable upon the exchange of such
tendered old Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed to be necessary or desirable by the
Exchange Agent or the Company in order to complete the exchange, assignment and
transfer of tendered old Notes or transfer of ownership of such old Notes on the
account books maintained by a book-entry transfer facility.

    The undersigned agrees that acceptance of any tendered old Notes by the
Company and the issuance of new Notes in exchange therefor will constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement (as defined in the prospectus) and that, upon the issuance of
the new Notes, the Company will have no further obligations or liabilities
thereunder for the registration of the old Notes or the new Notes.

    The undersigned understands that tenders of old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Old 7 5/8% Notes" in the prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned, the Company and the
Exchange Agent in accordance with the terms and subject to the conditions of the
Exchange Offer.

    The Exchange Offer is subject to certain conditions set forth in the
prospectus under the caption "The Exchange Offer--Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions, as more
particularly set forth in the prospectus, the Company may not be required to
exchange any of the old Notes tendered hereby. If any tendered old Notes are not
accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted old Notes will be returned (except as noted
below with respect to lenders through DTC), at the Company's cost and expense,
to the undersigned at the address shown below or at a different address as may
be indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.

    All authority conferred or agreed to be conferred by this Letter of
Transmittal will survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal will be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in this Letter of Transmittal.

    By acceptance of the Exchange Offer, each broker-dealer that receives new
Notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon
the receipt of notice by the Company of the happening of any event that makes
any statement in the prospectus untrue in any material respect or that requires
the making of any changes in the prospectus in order to make the statements
therein not misleading (which notice the Company agrees to deliver promptly to
such broker-dealer), such broker-dealer will suspend use of the prospectus until
the Company has amended or supplemented the prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
prospectus to such broker-dealer.

    Unless otherwise indicated under "Special Registration Instructions," please
issue the certificates representing the new Notes issued in exchange for the old
Notes accepted for exchange and return any certificates for old Notes not
tendered or not exchanged, in the name(s) of the undersigned (or, in either such
event in the case of old Notes tendered by DTC, by credit to the account at
DTC).

                                       7
<PAGE>
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please send the certificates representing the new Notes issued in exchange for
the old Notes accepted for exchange and any certificates for old Notes not
tendered or not exchanged (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s), unless,
in either event, tender is being made through DTC. In the event that both
"Special Registration Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the new Notes issued in
exchange for the old Notes accepted for exchange in the name(s) of, and return
any certificates for old Notes not tendered or not exchanged to, the person(s)
so indicated. The undersigned understands that the Company has no obligations
pursuant to the "Special Registration Instructions" or "Special Delivery
Instructions" to transfer any old Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the old
Notes so tendered.

    Holders who wish to tender the old Notes and (1) whose old Notes are not
immediately available or (2) who cannot deliver their old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent before
the Expiration Date, may tender their old Notes according to the guaranteed
delivery procedures set forth in the prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 1 regarding the
completion of the Letter of Transmittal.

                                       8
<PAGE>
                        PLEASE SIGN HERE WHETHER OR NOT
                 OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
                    AND WHETHER OR NOT TENDER IS TO BE MADE
                 PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES

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

      This Letter of Transmittal must be signed by the registered holder(s) as
  their name(s) appear on the old Notes or, if tendered by a participant in
  DTC, exactly as such participant's name appears on a security listing as the
  owner of old Notes, or by person(s) authorized to become registered
  holder(s) by a properly completed bond power from the registered holder(s),
  a copy of which must be transmitted with this Letter of Transmittal. If old
  Notes to which this Letter of Transmittal relate are held of record by two
  or more joint holders, then all such holders must sign this Letter of
  Transmittal. If signature is by a trustee, executor, administrator,
  guardian, attorney-in-fact, officer of a corporation or other person acting
  in a fiduciary or representative capacity, then such person must (1) set
  forth his or her full title below and (2) unless waived by the Company,
  submit evidence satisfactory to the Company of such person's authority so to
  act. (See Instruction 4.)

<TABLE>
<S>                                           <C>
  X                                           Date:
  X                                           Date:
       Signature(s) of Holder(s) or
           Authorized Signatory

  Name(s):                                    Address:
  Name(s):                                    Address:
              PLEASE PRINT                                 INCLUDING ZIP CODE

  Capacity:                                   Telephone Number:
                                                          INCLUDING AREA CODE

  Social Security No.
</TABLE>

                   PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

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

                                       9
<PAGE>
- --------------------------------------------------------------------------------

                                     BOX IV
                    SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
        CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION

  ____________________________________________________________________________
             (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)

  ____________________________________________________________________________
              (FIRM ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NO.
                             (INCLUDING AREA CODE))

  ____________________________________________________________________________
                             (AUTHORIZED SIGNATURE)

  ____________________________________________________________________________
                                 (PRINTED NAME)

  ____________________________________________________________________________
                                    (TITLE)

  Date: _________________________
- --------------------------------------------------------------------------------

                                       10
<PAGE>
                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.  GUARANTEE OF SIGNATURES.

    Signatures on this Letter of Transmittal need not be guaranteed if (a) this
Letter of Transmittal is signed by the registered holder(s) of the old Notes
tendered herewith and such holder(s) have not completed the box set forth herein
entitled "Special Registration Instructions" or the box entitled "Special
Delivery Instructions" or (b) such old Notes are tendered for the account of a
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States (each, an "Eligible
Institution"). (See Instruction 6.) Otherwise, all signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by
an Eligible Institution. All signatures on bond powers and endorsements on
certificates must also be guaranteed by an Eligible Institution.

2.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.

    Unless the Exchange Agent has received a properly transmitted Agent's
Message (as defined below),certificates for all physically delivered old Notes
or confirmation of any book-entry transfer to the Exchange Agent at DTC of old
Notes tendered by book-entry transfer, as well as, in each case (including cases
where tender is effected by book-entry transfer), a properly completed and duly
executed copy of this Letter of Transmittal or facsimile hereof and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein before 5:00 p.m., New York City
time, on the Expiration Date. The method of delivery of the tendered old Notes,
this Letter of Transmittal and all other required documents to the Exchange
Agent is at the election and risk of the Holder and the delivery will be deemed
made only when actually received by the Exchange Agent. If old Notes are sent by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery. No Letter of Transmittal or old Notes should be sent to the Company.

    The Exchange Agent will make a request to establish an account with respect
to the old Notes at DTC for purposes of the Exchange Offer within two business
days after the date of the prospectus, and any financial institution that is a
participant in DTC may make book-entry delivery of old Notes by causing DTC to
transfer such old Notes into the appropriate Exchange Agent's account at DTC in
accordance with DTC's procedures for transfer. However, although delivery of old
Notes may be effected through book-entry transfer at DTC, the Letter of
Transmittal, with any required signature guarantees or an Agent's Message (as
defined in the next paragraph) in connection with a book-entry transfer and any
other required documents, must, in any case, be transmitted to and received by
the Exchange Agent at the address specified on the cover page of the Letter of
Transmittal on or before the Expiration Date or the guaranteed delivery
procedures described below must be complied with.

    A Holder may tender old Notes that are held through DTC by transmitting its
acceptance through DTC's Automated Tender Offer Program, for which the
transaction will be eligible, and DTC will then edit and verify the acceptance
and send an Agent's Message to the Exchange Agent for its acceptance. The term
"Agent's Message" means a message transmitted by DTC to, and received by, the
Exchange Agent and forming part of the Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from each participant in DTC
tendering the old Notes and that such participant has received the Letter of
Transmittal and agrees to be bound by the terms of the Letter of Transmittal and
the Company may enforce such agreement against such participant.

    Holders who wish to tender their old Notes and (1) whose old Notes are not
immediately available, or (2) who cannot deliver their old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent on or
before the Expiration Date or comply with book-entry transfer procedures on a
timely basis must tender their old Notes according to the guaranteed delivery
procedures set forth in the prospectus. See "The Exchange Offer--Guaranteed
Delivery Procedures."

                                       11
<PAGE>
Pursuant to such procedure: (1) such tender must be made by or through an
Eligible Institution and (2) on or before the Expiration Date, the Exchange
Agent must have received from the Eligible Institution either: (a) an Agent's
Message with respect to guaranteed delivery or (b) a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, overnight
courier, mail or hand delivery) setting forth the name and address of the Holder
of the old Notes, the certificate number or numbers of such old Notes and the
principal amount of old Notes tendered, stating that the tender is being made
thereby and guaranteeing that, within five New York Stock Exchange trading days
after the date of signing of the Notice of Guaranteed Delivery, this Letter of
Transmittal (or facsimile hereof) together with the certificate(s) representing
the old Notes and any other required documents will be deposited by the Eligible
Institution with the Exchange Agent. Such properly completed and executed Letter
of Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered old
Notes in proper form for transfer (or a confirmation of book-entry transfer of
such old Notes into the Exchange Agent's account at DTC), must be received by
the Exchange Agent within five New York Stock Exchange trading days after the
date of signing of the Notice of Guaranteed Delivery, all in the manner provided
in the prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." Any Holder who wishes to tender his or her old Notes pursuant to
the guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery before 5:00 p.m., New York City
time, on the Expiration Date. Upon request to the Exchange Agent, a Notice of
Guaranteed Delivery will be sent to Holders who wish to tender their old Notes
according to the guaranteed delivery procedures set forth above.

    All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered old Notes, and withdrawal of tendered old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. All tendering Holders, by execution of this Letter of
Transmittal (or facsimile thereof), will waive any right to receive notice of
the acceptance of the old Notes for exchange. The Company reserves the absolute
right to reject any and all old Notes not properly tendered or any old Notes the
Company's acceptance of which might, in the Company's judgment or the judgment
of the Company's counsel, be unlawful. The Company also reserves the right to
waive any irregularities or conditions of the Exchange Offer as to particular
old Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of old Notes must be cured within such
time as the Company will determine, Neither the Company, the Exchange Agent nor
any other person will be under any duty to give notification of defects or
irregularities with respect to tenders of old Notes, nor will any of them incur
any liability for failure to give such notification. Tenders of old Notes, will
not be deemed to have been made until such defects or irregularities have been
cured to the Company's satisfaction or waived. Any old Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders pursuant to the Company's determination, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date. The Exchange Agent and has no fiduciary duties to
the Holders with respect to the Exchange Offer and is acting solely on the basis
of directions of the Company.

3.  INADEQUATE SPACE.

    If the space provided is inadequate, the certificate numbers and/or the
number of old Notes should be listed on a separate signed schedule attached
hereto.

4.  TENDER BY HOLDER.

    Only a Holder of old Notes may tender such old Notes in the Exchange Offer.
Any beneficial owner of old Notes who is not the registered Holder and who
wishes to tender should arrange with such registered Holder to execute and
deliver this Letter of Transmittal on such beneficial owner's

                                       12
<PAGE>
behalf or must, before completing and executing this Letter of Transmittal and
delivering his or her old Notes, either make appropriate arrangements to
register ownership of the old Notes in such beneficial owner's name or obtain a
properly complete bond power from the registered Holder or properly endorsed
certificates representing such old Notes.

5.  PARTIAL TENDERS; WITHDRAWALS.

    Tenders of old Notes will be accepted only in integral multiples of $1,000.
If less than the entire principal amount of any old Notes is tendered, the
tendering Holder should fill in the principal amount tendered in the third
column (B) of the box entitled "Description of 7 5/8% Notes due June 9, 2003"
above. The entire principal amount of any old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount of all old Notes is not tendered, then old Notes for the
principal amount of old Notes not tendered and a certificate or certificates
representing new Notes issued in exchange for any old Notes accepted will be
sent to the Holder at his or her registered address, unless a different address
is provided in the "Special Delivery Instructions" box above on this Letter of
Transmittal or unless tender is made through DTC, promptly after the old Notes
are accepted for exchange.

    Except as otherwise provided herein, tenders of old Notes may be withdrawn
at any time before 5:00 p.m., New York City time, on the Expiration Date. To
withdraw a tender of old Notes in the Exchange Offer, a written notice (sent by
facsimile transmission, mail or hand delivery) of withdrawal must be received by
the Exchange Agent at its address set forth herein before 5:00 p.m., New York
City time, on the Expiration Date. Any such notice of withdrawal must:
(1) specify the name of the person having deposited the old Notes to be
withdrawn (the "Depositor"); (2) identify the old Notes to be withdrawn
(including the certificate number or numbers and principal amount of such old
Notes, or, in the case of old Notes transferred by book-entry transfer, the name
and number of the account at DTC to be credited); (3) be signed by the Depositor
in the same manner as the original signature on the Letter of Transmittal by
which such old Notes were tendered (including any required signature guarantees)
or be accompanied by documents of transfer sufficient to have the Exchange Agent
with respect to the old Notes register the transfer of such old Notes into the
name of the person withdrawing the tender; (4) specify the name in which any
such old Notes are to be registered, if different from that of the Depositor;
and (5) state that the Depositor is withdrawing the election to have such old
Notes tendered. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Company,
whose determination will be final and binding on all parties. Any old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no new Notes will be issued with respect thereto unless the
old Notes so withdrawn are validly retendered. Any old Notes which have been
tendered but which are not accepted for exchange by the Company will be returned
to the Holder thereof without cost to such Holder as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. In the
case of old Notes tendered by book-entry transfer into the Exchange Agent's
account at DTC, the old Notes will be credited to an account with DTC specified
by the Holder. Properly withdrawn old Notes may be retendered by following one
of the procedures described in the prospectus under "The Exchange
Offer--Procedures for Tendering Old 7 5/8% Notes" at any time before the
Expiration Date.

6.  SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.

    If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of the old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Old Note without
alteration, enlargement or any change whatsoever. If any of the old Notes
tendered hereby are owned of record by two or more joint owners, all such owners
must sign this Letter of Transmittal.

                                       13
<PAGE>
    If a number of old Notes registered in different names are tendered, it will
be necessary to complete, sign and submit as many copies of this Letter of
Transmittal as there are different registrations of old Notes.

    If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
will include a book-entry transfer facility whose name appears on a security
listing as the owner of the old Notes) of old Notes tendered and the certificate
or certificates for new Notes issued in exchange therefor is to be issued (or
any untendered principal amount of old Notes to be reissued) to the registered
Holder, then such Holder need not and should not endorse any tendered old Notes,
nor provide a separate bond power. In any other case, such Holder must either
properly endorse the old Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal with the signatures on the
endorsement or bond power guaranteed by an Eligible Institution.

    If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any old Notes listed, such old
Notes must be endorsed or accompanied by appropriate bond powers in each case
signed as the name of the registered Holder or Holders appears on the old Notes.

    If this Letter of Transmittal (or facsimile hereof) or any old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.

    Endorsement on old Notes or signatures on bond powers required by this
Instruction 6 must be guaranteed by an Eligible Institution.

7.  SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.

    Tendering Holders should indicate, in the applicable box or boxes, the name
and address to which new Notes or substitute old Notes for principal amounts not
tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.

8.  U.S. BACKUP TAX WITHHOLDING AND INTERNAL REVENUE SERVICE FORM W-9.

Under the federal income tax laws, payments that may be made by the Company on
account of new Notes issued pursuant to the Exchange Offer may be subject to
backup withholding at the rate of [31%]. In order to avoid such backup
withholding, each tendering Holder should complete and sign the Substitute
Form W-9 included in this Letter of Transmittal and either (a) provide the
correct taxpayer identification number ("TIN") and certify, under penalties of
perjury, that the TIN provided is correct and that (1) the Holder has not been
notified by the Internal Revenue Service (the "IRS") that the Holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (2) the IRS has notified the Holder that the Holder is no longer subject to
backup withholding; or (b) provide an adequate basis for exemption. If the
tendering Holder has not been issued a TIN and has applied for one, or intends
to apply for one in the near future, such Holder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, sign and
date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company (or
the Exchange Agent under the Indenture governing the new Notes) will retain
[31%] of payments made to the tendering Holder during the 60-day period
following the date of the Substitute Form W-9. If the Holder furnishes the
Exchange Agent or the Company with its TIN within 60 days after the date of the
Substitute Form W-9, the Company, the Exchange Agent will remit such amounts
retained during the 60-day period to the Holder and no further amounts will be
retained or withheld from payments made to the Holder thereafter. If,

                                       14
<PAGE>
however, the Holder has not provided the Exchange Agent or the Company with its
TIN within such 60-day period, the Company, the Exchange Agent will remit such
previously retained amounts to the IRS as backup withholding. In general, if a
Holder is an individual, the TIN is the social security number of such
individual. If the Exchange Agent or the Company are not provided with the
correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS.
Certain Holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such Holder must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury, attesting to that individual's exempt status. For
further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if old Notes are registered in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. Failure to complete the Substitute Form W-9 will not, by
itself, cause old Notes to be deemed invalidly tendered, but may require the
Company, the Exchange Agent to withhold [31%] of the amount of any payments made
on account of new Notes. Backup withholding is not an additional federal income
tax. Rather, the federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.

9.  TRANSFER TAXES.

    Holders who tender their old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, certificates
representing new Notes or old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered in the
name of, any person other than the registered Holder of the old Notes tendered
hereby, or if tendered old Notes are registered in the name of a person other
than the person signing this Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of old Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or on any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with this Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering Holder. See the prospectus under
"The Exchange Offer--Transfer Taxes."

    Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the old Notes listed in this Letter of
Transmittal.

10. WAIVER OF CONDITIONS.

    The Company reserves the right, in its sole discretion, to amend, waive or
modify specified conditions in the Exchange Offer in the case of any old Notes
tendered.

11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

    Any tendering Holder whose old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instructions.

12. REQUESTS FOR ASSISTANCE, COPIES.

    Requests for assistance and requests for additional copies of the prospectus
or this Letter of Transmittal may be directed to the Exchange Agent at the
address specified in the prospectus. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.

                                       15
<PAGE>
                         (DO NOT WRITE IN SPACE BELOW)

<TABLE>
<S>                            <C>                            <C>
   CERTIFICATE SURRENDERED          OLD NOTES TENDERED             OLD NOTES ACCEPTED

Received
Accepted by
Checked by
Delivery Prepared by
Checked by
Date
</TABLE>

                                       16
<PAGE>
                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 5)
                   PAYOR'S NAME: BANK ONE TRUST COMPANY, N.A.

<TABLE>
<C>                                          <S>                             <C>
- ---------------------------------------------------------------------------------------------------------------
SUBSTITUTE                                   PART I--Taxpayer                      Social Security Number
FORM W-9                                     Identification Number                           or
DEPARTMENT OF THE TREASURY INTERNAL          ("TIN"). Enter your TIN in        Employer Identification Number
REVENUE SERVICE REQUEST FOR TAXPAYER         the appropriate box. For
IDENTIFICATION NUMBER AND CERTIFICATION      individuals, this is your
                                             Social Security Number
                                             (SSN). For sole
                                             proprietors, see the
                                             Instructions in the
                                             enclosed Guidelines. For
                                             other entities, it is your
                                             Employer Identification
                                             Number (EIN). If you do
                                             not have a number, see how
                                             to get a TIN in the
                                             enclosed Guidelines.

                                             ------------------------------------------------------------------
                                             PART II--For Payees exempt for backup withholding. See Part II of
                                             instructions in the enclosed Guidelines. NOTE: If the account is
                                             in more than one name, see the chart on Page 2 of the enclosed
                                             guidelines on whose number to enter.

                                             ------------------------------------------------------------------
                                             PART III--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY
                                             THAT:
                                             (1) the number shown on this form is my correct Taxpayer
                                             Identification Number (or I am waiting for a number to be issued
                                             to me).
                                             (2) I am not subject to backup withholding because: (a) I am
                                             exempt from backup withholding, or (b) I have not been notified by
                                             the Internal Revenue Service (the "IRS") that I am subject to
                                             backup withholding as a result of a failure to report all interest
                                             or dividends, or (c) the IRS has notified me that I am no longer
                                             subject to backup withholding.

                                             Signature                       Date

- ---------------------------------------------------------------------------------------------------------------
</TABLE>

CERTIFICATION INSTRUCTIONS--You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest of dividends on your tax return. For real estate
transactions, item 2 does not apply. For mortgage interest paid, the acquisition
or abandonment of secured property, cancellation of debt, contributions to an
individual retirement arrangement (IRA), and general payments other than
interest and dividends, you are not required to sign the Certification, but you
must provide your correct TIN.

         CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

    I certify, under penalties of perjury, that a Taxpayer Identification Number
has not been issued to me, and that I mailed or delivered an application to
receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payor, [31%] of all payments
made to me on account of the new Notes will be retained until I provide a
Taxpayer Identification Number within 60 days, such retained amounts will be
remitted to the Internal Revenue Service as backup withholding and [31%] of all
reportable payments made to me thereafter will be withheld and remitted to the
Internal Revenue Service until I provide a Taxpayer Identification Number.

                                       17
<PAGE>
Signature ________________________________  Date _______________________________

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
       OF [31%] OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE
       REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
       IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                                       18
<PAGE>
                               OFFER TO EXCHANGE
                               QWEST CORPORATION
                 7 5/8% NOTES DUE JUNE 9, 2003 WHICH HAVE BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
           FOR ANY AND ALL OUTSTANDING 7 5/8% NOTES DUE JUNE 9, 2003

    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
            , 2000, UNLESS EXTENDED. TENDERS OF 7 5/8% NOTES DUE JUNE 9, 2003,
MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND
THE LETTER OF TRANSMITTAL.

    To Our Clients:

    Enclosed for your consideration is a prospectus dated             , 2000
(the "prospectus") and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Qwest Corporation
(the "Company") to exchange up to $1,000,000,000 aggregate principal amount of
new 7 5/8% Notes due June 9, 2003, which will be freely transferable (the "new
Notes"), for any and all outstanding 7 5/8% Notes due June 9, 2003, which have
certain transfer restrictions (the "old Notes"), upon the terms and subject to
the conditions described in the prospectus and the related Letter of
Transmittal. The Exchange Offer is intended to satisfy certain obligations of
the Company contained in the Registration Rights Agreement dated             ,
    , between the Company and the initial purchasers of the old Notes.

    This material is being forwarded to you as the beneficial owner of the old
Notes carried by us for your account but not registered in your name. A TENDER
OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS.

    Accordingly, we request instructions as to whether you wish us to tender on
your behalf the old Notes held by us for account, pursuant to the terms and
conditions set forth in the enclosed prospectus and Letter of Transmittal.

    Please forward your instructions to us as promptly as possible in order to
permit us to tender the old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on             , 2000 (the "Expiration Date"), unless
extended by the Company. Any old Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time before 5:00 p.m., New York City time, on the
Expiration Date.

    Your attention is directed to the following:

    1.  The Exchange Offer is for any and all old Notes.

    2.  The Exchange Offer is subject to certain conditions set forth in the
       prospectus in the section captioned "The Exchange Offer--Conditions of
       the Exchange Offer."

    3.  The Exchange Offer expires at 5:00 p.m., New York City time, on the
       Expiration Date, unless extended by the Company.

    If you wish to have us tender your old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter.

    THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY
NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.

                                       19
<PAGE>
                INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

    The undersigned acknowledge(s) receipt of this letter and the enclosed
materials referred to therein relating to the Exchange Offer made by the Company
with respect to the old Notes.

    This will instruct you to tender the old Notes held by you for the account
of the undersigned, upon and subject to terms and conditions set forth in the
prospectus and the related Letter of Transmittal.

    Please tender the old Notes held by you for the account of the undersigned
as indicated below:

<TABLE>
<CAPTION>
                                                  AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
                                               ---------------------------------------------
<S>                                            <C>
7 5/8% Notes due June 9, 2003
                                               --------------------------------------------

/ /  Please do not tender any old Notes held
  by
   you for the account of the undersigned.

Dated: , 2000                                  --------------------------------------------
                                               --------------------------------------------
                                                               Signature(s)

                                               --------------------------------------------
                                               --------------------------------------------
                                               --------------------------------------------
                                                         Please print name(s) here

                                               --------------------------------------------
                                               --------------------------------------------
                                                                Address(es)

                                               --------------------------------------------
                                                   Area Code(s) and Telephone Number(s)

                                               --------------------------------------------
                                               Tax Identification or Social Security No(s).
</TABLE>

    NONE OF THE OLD NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE
RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY
INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL
CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE OLD NOTES HELD BY US FOR YOUR
ACCOUNT.

                                       20
<PAGE>
                               OFFER TO EXCHANGE
                               QWEST CORPORATION
                         7 5/8% NOTES DUE JUNE 9, 2003
                                FOR ANY AND ALL
                   OUTSTANDING 7 5/8% NOTES DUE JUNE 9, 2003

    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
              , 2000, UNLESS EXTENDED. TENDERS OF 7 5/8% NOTES DUE JUNE 9, 2003
MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND
THE LETTER OF TRANSMITTAL.

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

    Qwest Corporation (the "Company") hereby offers to exchange (the "Exchange
Offer"), upon and subject to the terms and conditions set forth in the
prospectus dated            , 2000 (the "prospectus") and the enclosed Letter of
Transmittal (the "Letter of Transmittal"), up to $1,000,000,000 aggregate
principal amount of new 7 5/8% Notes due June 9, 2003, which will be freely
transferable (the "new Notes"), for any and all outstanding 7 5/8% Notes due
June 9, 2003, which have certain transfer restrictions (the "old Notes"). The
Exchange Offer is intended to satisfy certain obligations of the Company
contained in the Registration Rights Agreement dated            ,     , between
the Company and the initial purchasers of the old Notes.

    We are requesting that you contact your clients for whom you hold old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold old Notes registered in your name or in the name of
your nominee, or who hold old Notes registered in their own names, we are
enclosing the following documents:

    1.  prospectus dated               , 2000;

    2.  The Letter of Transmittal for your use and for the information of your
       clients;

    3.  A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
       if certificates for old Notes are not immediately available or time will
       not permit all required documents to reach the principal exchange agent,
       Bank One Trust Company, National Association (the "Exchange Agent")
       before the Expiration Date (as defined below) or if the procedure for
       book-entry transfer cannot be completed on a timely basis;

    4.  A form of letter which may be sent to your clients for whose account you
       hold old Notes registered in your name or the name of your nominee, with
       space provided for obtaining such clients' instructions with regard to
       the Exchange Offer;

    5.  Guidelines for Certification of Taxpayer Identification Number on
       Substitute Form W-9; and

    6.  Return envelopes addressed to the Exchange Agent for the old Notes.

    YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON               , 2000 (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY THE COMPANY. ANY OLD NOTES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.

    To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, must be sent to the Exchange Agent
and certificates representing the old Notes must be delivered to the Exchange
Agent, all in accordance with the instructions set forth in the Letter of
Transmittal and the prospectus.

                                       21
<PAGE>
    If holders of old Notes wish to tender, but it is impracticable for them to
forward their certificates for old Notes before the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
Any inquiries you may have with respect to the Exchange Offer or requests for
additional copies of the enclosed materials should be directed to the Exchange
Agent for the old Notes, at its address and telephone numbers set forth on the
front of the Letter of Transmittal.

                                          Very truly yours,
                                          Qwest Corporation

    NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

                                       22
<PAGE>
                         NOTICE OF GUARANTEED DELIVERY
                                      FOR
                         7 5/8% NOTES DUE JUNE 9, 2003
                                       OF
                               QWEST CORPORATION

    As set forth in the prospectus dated             , 2000 (the "prospectus")
of Qwest Corporation (the "Company") and in the Letter of Transmittal (the
"Letter of Transmittal"), this form or a form substantially equivalent to this
form must be used to accept the Exchange Offer (as defined below) if the
certificates for the outstanding 7 5/8% Notes due June 9, 2003 (the "old Notes")
of the Company and all other documents required by the Letter of Transmittal
cannot be delivered to the Exchange Agent (as defined below) by the expiration
of the Exchange Offer or compliance with book-entry transfer procedures cannot
be effected on a timely basis. Such form may be delivered by hand or transmitted
by facsimile transmission, mail or overnight courier to the Exchange Agent no
later than the Expiration Date, and must include a signature guarantee by an
eligible guarantor institution as set forth below.

    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
            , 2000 (THE "EXPIRATION DATE"), UNLESS EXTENDED. TENDERS OF 7 5/8%
NOTES DUE JUNE 9, 2003 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED
IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

TO: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (THE PRINCIPAL "EXCHANGE
    AGENT")

<TABLE>
<S>                                            <C>
                  BY MAIL:                                BY HAND, OVERNIGHT MAIL
                                                                OR COURIER:

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION   BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
            ATTENTION: EXCHANGES                           ATTENTION: EXCHANGES
       GLOBAL CORPORATE TRUST SERVICES                GLOBAL CORPORATE TRUST SERVICES
              1 BANK ONE PLAZA,                           ONE NORTH STATE STREET,
            MAIL SUITE 1L 1-0122                                9(TH) FLOOR
           CHICAGO, IL 60670-0122                            CHICAGO, IL 60602

                     or                                             or

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION   BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
            ATTENTION: EXCHANGES                           ATTENTION: EXCHANGES
       GLOBAL CORPORATE TRUST SERVICES                GLOBAL CORPORATE TRUST SERVICES
         14 WALL STREET, 8(TH) FLOOR                    14 WALL STREET, 8(TH) FLOOR
             NEW YORK, NY 10005                             NEW YORK, NY 10005

                BY FACSIMILE:                         FOR INFORMATION OR CONFIRMATION
               (312) 407-8853                                  BY TELEPHONE:
            ATTENTION: EXCHANGES                              (800) 524-9472
</TABLE>

    DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
GUARANTEED DELIVERY.

    This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an eligible guarantor institution under the instructions thereto,
such signature must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).

                                       23
<PAGE>
Ladies and Gentlemen:

    The undersigned acknowledges receipt of the prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange Offer")
to exchange $1,000 in principal amount of new 7 5/8% Notes due June 9, 2003 (the
"new Notes") for each $1,000 in principal amount of old Notes.

    The undersigned hereby tenders to the Company the aggregate principal amount
of old Notes set forth below on the terms and conditions set forth in the
prospectus and the related Letter of Transmittal pursuant to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section in the prospectus and the accompanying Letter of
Transmittal.

    The undersigned understands that no withdrawal of a tender of old Notes may
be made after 5:00 p.m., New York City time, on the Expiration Date. The
undersigned understands that for a withdrawal of a tender of old Notes to be
effective, a written notice of withdrawal that complies with the requirements of
the Exchange Offer must be timely received by the Exchange Agent at its address
specified on the cover of this Notice of Guaranteed Delivery before 5:00 p.m.,
New York City time, on the Expiration Date.

    The undersigned understands that the exchange of old Notes for new Notes
pursuant to the Exchange Offer will be made only after timely receipt by the
Exchange Agent of (1) such old Notes (or book-entry confirmation of the transfer
of such old Notes into the Exchange Agent's account at The Depository Trust
Company ("DTC")) and (2) a Letter of Transmittal (or facsimile thereof) with
respect to such old Notes, properly completed and duly executed, with any
required signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the Letter of Transmittal or a properly transmitted
Agent's Message. The term "Agent's Message" means a message transmitted by DTC
to, and received by, the Exchange Agent and forming part of the confirmation of
a book-entry transfer, which states that DTC has received an express
acknowledgment from a participant in DTC tendering the old Notes and that such
participant has received the Letter of Transmittal and agrees to be bound by the
terms of the Letter of Transmittal and the Company may enforce such agreement
against such participant.

    All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery will not be affected by, and will survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery will be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.

                                       24
<PAGE>
                                PLEASE COMPLETE

<TABLE>
<S>                                            <C>
                                               If old Notes will be delivered by book-entry
                                               transfer at DTC, insert Depository Account
Principal Amount of old Notes Tendered:        No.:

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

Certificate No.(s) of old Notes (if
available):

- --------------------------------------------
</TABLE>

                 PLEASE SIGN AND PRINT NAME(S) AND ADDRESS(ES)

<TABLE>
<S>                                            <C>
Signature(s) of Registered Holder(s) or
Authorized Signatory:                          Name(s) of Registered Holder(s)

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

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

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

Date:                                          Address(es):
- --------------------------------------------   --------------------------------------------

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

                                               Area Code and Telephone No.:
                                               --------------------------------------------
</TABLE>

    This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of old Notes exactly as its (their) name(s) appear on certificates for
old Notes or on a security position listing as the owner of old Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.

Name(s):

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

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

Capacity:

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

Address(es):

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

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

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

DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.

                                       25
<PAGE>
                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

    The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States, or
otherwise an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby (1) represents that each holder of old Notes on whose
behalf this tender is being made "own(s)" the old Notes covered hereby within
the meaning of Rule 13d-3 under the Exchange Act; (2) represents that such
tender of old Notes complies with Rule 14e-4 of the Exchange Act; and
(3) guarantees that, within five New York Stock Exchange trading days after the
date of signing of the Notice of Guaranteed Delivery, a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof), together with
certificates representing the old Notes covered hereby in proper form for
transfer (or confirmation of the book-entry transfer of such old Notes into the
Exchange Agent's account at DTC, pursuant to the procedure for book-entry
transfer set forth in the prospectus) and required documents will be deposited
by the undersigned with the Exchange Agent.

    The undersigned acknowledges that it must deliver the Letter of Transmittal
and old Notes tendered hereby to the Exchange Agent within the time period set
forth above and the failure to do so could result in financial loss to the
undersigned.

- --------------------------------------------------------------------------------
                                  Name of Firm

- --------------------------------------------------------------------------------
                                    Address

Area Code and Telephone No:
- --------------------------------------------------------------------------------

<TABLE>
<S>                                            <C>
- --------------------------------------------
            Authorized Signature

- --------------------------------------------
                    Title

Name:

- --------------------------------------------
           (Please Type or Print)

Dated:

- --------------------------------------------
</TABLE>

PLEASE DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

                                       26
<PAGE>
            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

    GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.

<TABLE>
<CAPTION>
- ------------------------------------------------------------
<S>   <C>                         <C>
                                  GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT:         NUMBER OF:
- ------------------------------------------------------------
1.    An individual's account     The individual

2.    Two or more individuals     The actual owner of the
      (joint account)             account or, if combined
                                  funds, the first
                                  individual on the
                                  account(1)

3.    Husband and wife (joint     The actual owner of the
      account)                    account or, if joint
                                  funds, the first
                                  individual on the
                                  account(1)

4.    Custodian account of a      The minor(2)
      minor (Uniform Gift to
      Minors Act)

5.    Adult and minor (joint      The adult or, if the minor
      account)                    is the only contributor,
                                  the minor(1)

6.    Account in the name of      The ward, minor, or
      guardian or committee for   incompetent person(3)
      a designated ward, minor,
      or incompetent person

7.    (a)  The usual revocable    The grantor-trustee(1)
           savings trust account
           (grantor is also
           trustee)

      (b)  So-called trust        The actual owner(1)
      account that is not a
           legal or valid trust
           under State law

8.    Sole proprietorship         The owner(4)
      account
- ------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------
                                  GIVE THE EMPLOYER
                                  IDENTIFICATION
FOR THIS TYPE OF ACCOUNT:         NUMBER OF:
- ------------------------------------------------------------
<S>   <C>                         <C>

9.    A valid trust, estate, or   The legal entity (Do not
      pension trust               furnish the identifying
                                  number of the personal
                                  representative or trustee
                                  unless the legal entity
                                  itself is not designated
                                  in the account title.)(5)

10.   Corporate account           The corporation

11.   Religious, charitable, or   The organization
      educational organization
      account

12.   Partnership account held    The partnership
      in the name of the
      business

13.   Association, club, or       The organization
      other tax-exempt
      organization

14.   A broker or registered      The broker or nominee
      nominee

15.   Account with the            The public entity
      Department of Agriculture
      in the name of a public
      entity (such as a State or
      local government, school
      district, or prison) that
      receives agricultural
      program payments

- ------------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE:  If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.

                                       27
<PAGE>
            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                     PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following (Section references are to the Internal Revenue Code):

    - A corporation.

    - A financial institution.

    - An organization exempt from tax under section 501(a), or an individual
      retirement plan, or a custodial account under Section 403(b)(7).

    - The United States or any agency or instrumentality thereof.

    - A State, the District of Columbia, a possession of the United States, or
      any subdivision or instrumentality thereof.

    - A foreign government, a political subdivision of a foreign government, or
      any agency or instrumentality thereof.

    - An international organization or any agency, or instrumentality thereof.

    - A registered dealer in securities or commodities registered in the U.S. or
      a possession of the U.S.

    - A real estate investment trust.

    - A common trust fund operated by a bank under section 584(a).

    - An exempt charitable remainder trust, or a non-exempt trust described in
      section 4947(a)(1).

    - An entity registered at all times under the Investment Company Act of
      1940.

    - A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

    - Payments to nonresident aliens subject to withholding under section 1441.

    - Payments to partnerships not engaged in a trade or business in the U.S.
      and which have at least one nonresident partner.

    - Payments of patronage dividends where the amount received is not paid in
      money.

    - Payments made by certain foreign organizations.

    - Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

    - Payments of interest on obligations issued by individuals.

        NOTE:  You may be subject to backup withholding if this interest is $600
        or more and is paid in the course of the payer's trade or business and
        you have not provided your correct taxpayer identification number to the
        payer.

    - Payments of tax-exempt interest (including exempt-interest dividends under
      section 852).

    - Payments described in section 6049(b)(5) to nonresident aliens.

    - Payments on tax-free government bonds under section 1451.

    - Payments made by certain foreign organizations.

    - Payments made to a nominee.

Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding.

FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER.

Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A, and 6050N, and the regulations under those sections.

PRIVACY ACT NOTICE.  Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. Payers must be given
the numbers whether or not recipients are required to file a tax return. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
    to furnish your taxpayer identification number to a payer, you are subject
    to a penalty of $50 for each such failure unless your failure is due to
    reasonable cause and not to willful neglect.

(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
    include any portion of an includible payment for interest, dividends or
    patronage dividends in gross income, such failure is strong evidence of
    negligence. If negligence is shown, you will be subject to a penalty of 20%
    on any portion of an underpayment attributable to that failure.

(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
    make a false statement with no reasonable basis which results in no
    imposition of backup withholding, you are subject to a penalty of $500.

(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
    certifications or affirmations may subject you to criminal penalties
    including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

                                       28
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.A
<SEQUENCE>5
<FILENAME>a2027138zex-5_a.txt
<DESCRIPTION>EXHIBIT 5-A
<TEXT>

<PAGE>

October 11, 2000



Qwest Corporation
1801 California Street
Denver, Colorado 80202

              RE: REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

     We have acted as special counsel to Qwest Corporation, a Colorado
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission (the "Commission") of
a Registration Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the registration by the Company of $1,000,000,000 aggregate principal amount
of its 7 5/8% Notes due June 9, 2003 (the "new Notes").  The Registration
Statement also relates to the offer by the Company to exchange the new Notes
for all of its outstanding $1,000,000,000 aggregate principal amount of
7 5/8% Notes due June 9, 2003 (the "old Notes"), previously issued pursuant to
the Purchase Agreement, dated June 5, 2000 (the "Purchase Agreement"), and
filed as an exhibit to the Registration Statement.  The new Notes will be
issued pursuant to the terms of the Registration Rights Agreement, dated as
of June 5, 2000, between the Company and the initial purchasers party thereto
(the "Registration Rights Agreement") and filed as an exhibit to the
Registration Statement and pursuant to an Indenture, dated October 15, 1999,
between the Company and Bank One Trust Company, National Association, as
trustee (the "Indenture").

     In our capacity as such counsel, we have examined originals or copies of
those corporate and other records and documents we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies.

     On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion,
we are of the opinion that the new Notes, when duly executed and
authenticated in the manner contemplated in the Indenture and issued and
delivered in exchange for the old Notes as contemplated in the Prospectus
will be legally valid and binding

<PAGE>

Qwest Corporation, October 11, 2000 - Page 2


obligations of the Company, enforceable against the Company in accordance
with their terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and by general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.

     The law covered by this opinion is limited to the present federal law of
the United States, the present law of the State of New York and the present
General Corporation Law of the State of Delaware.  We express no opinion as
to the laws of any other jurisdiction and no opinion regarding the statutes,
administrative decisions, rules, regulations or requirements of any county,
municipality, subdivision or local authority of any jurisdiction.

     With respect to matters of Colorado law, we are relying upon the opinion
of Holme Roberts & Owen LLP, dated the date hereof, a copy of which has been
delivered to you.  We are relying upon such opinion without independent
verification thereof.

     We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to this Firm in the
Prospectus constituting a part of the Registration Statement under the
caption "Legal Matters."

                                                 Respectfully submitted,

                                                 /s/ O'MELVENY & MYERS LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.B
<SEQUENCE>6
<FILENAME>a2027138zex-5_b.txt
<DESCRIPTION>EXHIBIT 5-B
<TEXT>

<PAGE>






October 11, 2000




To:      Qwest Corporation
         1801 California Street
         Denver, Colorado 80202


Re:      QWEST CORPORATION:  REGISTRATION RIGHTS AGREEMENT AND EXCHANGE
         OFFER

Ladies and Gentlemen:

We have acted as special counsel with respect to the laws of the State of
Colorado to Qwest Corporation (formerly known as U S WEST Communications, Inc.),
a Colorado corporation (the "COMPANY"), in connection with the Registration
Rights Agreement, dated as of June 5, 2000, among Lehman Brothers Inc., Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
Securities LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
Commerzbank Capital Markets Corporation, First Union Securities, Inc., McDonald
Investments Inc., A KeyCorp Company, RBC Dominion Securities Corporation, U.S.
Bancorp Piper Jaffray Inc., Wells Fargo Bank and The Williams Capital Group,
L.P. (collectively, the "INITIAL PURCHASERS") and the Company (the "REGISTRATION
RIGHTS AGREEMENT"), which provides for an offer to exchange (the "EXCHANGE
OFFER") up to $1,000,000,000 aggregate principal amount of the 7 5/8% Notes due
2003 purchased by the Initial Purchasers pursuant to the Purchase Agreement,
dated June 5, 2000, among Lehman Brothers Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and
J.P. Morgan Securities Inc., as representatives of the Initial Purchasers, and
the Company (the "PURCHASE AGREEMENT"), in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), for new 7 5/8% Notes due 2003 to be registered under the
Securities Act (the "NEW NOTES"), all in accordance with the terms of the
Registration Rights Agreement. Capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto in the Registration Rights
Agreement.

<PAGE>


Qwest Corporation
October 11, 2000
Page 2



                                MATERIAL EXAMINED

In connection with this opinion, we have examined the following documents:

         i.       A copy of the Registration Rights Agreement.

         ii.      Photocopies of the applicable board resolutions of the Company
                  pertaining to the Exchange Offer and the issuance and sale of
                  the New Notes, certified as being complete, true and correct
                  by an officer of the Company (the "BOARD RESOLUTIONS").

         iii.     Certificate issued by the Colorado Secretary of State, dated
                  as of September 29, 2000, relating to the due organization and
                  good standing of the Company in the State of Colorado.

In addition, we have examined originals or photocopies of such other corporate
documents and records of the Company, certificates of public officials relating
to the Company and certificates of officers of the Company as we have deemed
necessary as a basis for the opinions expressed herein. As to all factual
matters material to the opinions expressed herein, we have (with your permission
and without any independent investigation) relied upon, and assumed the accuracy
and completeness of, such certificates and corporate records.

                                   ASSUMPTIONS

In connection with this opinion, we have, with your consent and without
investigation or independent verification, assumed the following:

         a. All signatures are genuine, all documents and instruments submitted
to us as originals are authentic and all documents and instruments submitted to
us as photocopies, telecopies or facsimiles conform to the original documents
and instruments.

         b. All documents we have reviewed are enforceable in accordance with
their respective terms against the parties thereto.

<PAGE>


Qwest Corporation
October 11, 2000
Page 3


                                     OPINION

Based solely upon the foregoing and subject to the comments, qualifications and
other matters set forth herein, we are of the opinion that:

         1. The Company is a corporation duly incorporated, and is validly
existing and in good standing, under the laws of the State of Colorado, with
corporate power to consummate the Exchange Offer in accordance with the terms of
the Registration Rights Agreement.

         2. The consummation of the Exchange Offer by the Company in accordance
with the terms of the Registration Rights Agreement has been duly authorized by
all necessary corporate action on the part of the Company, and the New Notes,
when duly executed by authorized officers of the Company as set forth in the
Board Resolutions and when duly executed and authenticated in the manner
contemplated in the Indenture, shall be duly executed by the Company.

                           COMMENTS AND QUALIFICATIONS

         A. AT&T DIVESTITURE. We express no opinion on the impact on the
opinions contained herein of any litigation or ruling relating to the
divestiture by American Telephone and Telegraph Company of ownership of its
operating telephone companies.

         B. EXISTENCE AND GOOD STANDING. The opinions expressed herein with
respect to the due incorporation, existence and good standing of the Company are
based solely upon the good standing certificate reviewed by us and described in
the Material Examined section above.

         C. FCC/PUC MATTERS. We express no opinion with respect to matters
relating to the Federal Communications Commission or any state public utilities
commission or similar authority for the Company, including without limitation
whether any consents or approvals are required to be obtained from any such
entity.

<PAGE>

Qwest Corporation
October 11, 2000
Page 4


         D. FACTUAL MATTERS. As to various questions of fact relevant to this
opinion we have relied, without independent investigation, upon the certificates
of officers of the Company.

         E. LAW LIMITATIONS. All the opinions expressed herein are limited to
the substantive laws of the State of Colorado.

         F. NON-PARTICIPATION IN NEGOTIATIONS. We have not participated in
negotiation of the Registration Rights Agreement, the Purchase Agreement or the
transactions contemplated thereby, nor have we participated in the preparation
of any documents or filings with respect to the Exchange Offer, including
without limitation, any registration statements or related prospectuses,
amendments or supplements relating thereto. Our undertaking has been limited to
a review of the form and content of the Registration Rights Agreement to the
extent we deem appropriate to render the opinions expressed herein. We have not
reviewed any other agreement or been informed of any other understanding and we
offer no opinion as to the effect of any such other agreement or understanding
on the opinions expressed herein. Without limiting the generality of the
foregoing, we express no opinion herein with respect to the legal, valid and
binding nature of or the enforceability of the New Notes, with respect to which
we understand that you have received a legal opinion from O'Melveny & Myers LLP,
dated the date hereof.

The opinions expressed herein are rendered as of the date hereof. We do not
undertake to advise you of matters that come to our attention subsequent to the
date hereof and that may affect the opinions expressed herein, including without
limitation, future changes in applicable law. This letter is our opinion as to
certain legal conclusions as specifically set forth herein and is not and should
not be deemed to be a representation or opinion as to any factual matters. The
opinions expressed herein may be relied upon only by the addressees hereof in
connection with the Exchange Offer; provided that O'Melveny & Myers LLP may rely
on this opinion with respect to Colorado law for the purposes of delivering its
legal opinion dated the date hereof in connection with the Exchange Offer. The
opinions expressed herein may not be quoted in whole or in part or otherwise
used or referred to in connection with any other transactions and may not be
furnished to or filed with any governmental agency or other person or entity
without the prior written consent of this firm; provided that we consent to

<PAGE>

Qwest Corporation
October 11, 2000
Page 5

the filing by the Company of this opinion as an exhibit to the Registration
Statement on Form S-4 (the "REGISTRATION STATEMENT") to be filed
contemporaneously herewith with the Securities and Exchange Commission in
connection with the Exchange Offer, and we further consent to the use of our
name under the caption "Legal Opinions" in the Prospectus forming a part of the
Registration Statement.

Very truly yours,

/s/ HOLME ROBERTS & OWEN LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>7
<FILENAME>a2027138zex-8.txt
<DESCRIPTION>EXHIBIT 8
<TEXT>

<PAGE>

October 11, 2000


Qwest Corporation
1801 California Street
Denver, Colorado 80202

             RE: CERTAIN UNITED STATES FEDERAL INCOME TAX MATTERS

Dear Ladies and Gentlemen:

     We have acted as special tax counsel to Qwest Corporation, a Colorado
corporation (the "COMPANY"), in connection with the preparation of the
Company's Registration Statement on Form S-4, filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), on October 11, 2000 (as thereafter amended to the date
hereof and together with all exhibits thereto, the "REGISTRATION STATEMENT"),
relating to the offer by the Company to exchange up to $1,000,000,000
aggregate principal amount of its new 7 5/8% Notes due June 3, 2003 (the
"SECURITIES"), which have been registered under the Securities Act, for a
like principal amount of its outstanding 7 5/8% Notes due June 3, 2003, which
have not been so registered (the "EXCHANGE OFFER").  You have requested our
opinion regarding certain United States federal income tax matters in
connection with the Exchange Offer.  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the
Registration Statement.

     In formulating our opinion herein we have reviewed the Registration
Statement and such certificates, records, and other documents as we have
deemed necessary or appropriate as a basis for the opinion set forth below.
In conducting such review for purposes of rendering our opinion we have not
conducted an independent investigation of any of the facts set forth in the
Registration Statement, certificates, or any other documents, records, or
certificates, and have, consequently, relied upon the Company's
representations that the information presented in such documents, records, or
certificates or otherwise furnished to us accurately represent and completely
describe all material facts relevant to our opinion herein, and upon the
authenticity of documents submitted to us as originals or certified copies,
the accuracy of copies, the genuineness of all signatures and the legal
capacity of all natural persons.  No facts have come to our attention,
however, that would cause us to question the accuracy and completeness of
such facts or documents in a material way.


<PAGE>

Qwest Corporation, October 11, 2000 - Page 2


     Additionally, in rendering our opinion herein we have assumed that the
Exchange Offer or any other transactions described in or contemplated by any
of the aforementioned documents have been or will be consummated in
accordance with the operative documents relating to such transactions.

     The opinion set forth in this letter is based on relevant provisions of
the Internal Revenue Code of 1986, as amended (the "CODE"), Treasury
Regulations thereunder (including proposed and temporary Treasury
Regulations), and interpretations of the foregoing as expressed in court
decisions, administrative determinations, and the legislative history as of
the date hereof.  These provisions and interpretations are subject to change,
which may or may not be retroactive in effect, that might result in
modifications of our opinion.  Our opinion is not binding on the Internal
Revenue Service or on the courts, and, therefore, provides no guarantee or
certainty as to results.  In addition, our opinion is based on certain
factual representations and assumptions described herein.  Any change
occurring after the date hereof in, or a variation from, any of the foregoing
bases for our opinion could affect the conclusion expressed below.

     On the basis of the foregoing, our reliance upon the assumptions in this
opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion,
we are of the opinion that the statements made in the Registration Statement
under the caption "CERTAIN U.S. FEDERAL TAX CONSIDERATIONS" insofar as such
statements purport to summarize certain federal income tax laws of the United
States or legal conclusions with respect thereto, constitute a fair summary
of the principal United States federal tax consequences of the purchase,
ownership and disposition of the Securities.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We also consent to the references to O'Melveny &
Myers LLP under the caption "Legal Matters" in the Registration Statement.

     This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other
matter relating to the Company or to any investment therein, or under any
other law.  We assume no obligation to update or supplement this opinion to
reflect any facts or circumstances that arise after the date of this opinion
and come to our attention, or any future changes in law.

                                                 Respectfully submitted,


                                                 /s/ O'MELVENY & MYERS LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>8
<FILENAME>a2027138zex-12.txt
<DESCRIPTION>EXHIBIT 12
<TEXT>

<PAGE>

                                                                EXHIBIT 12

                                QWEST CORPORATION
                        RATIO OF EARNINGS TO FIXED CHARGES
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                                  Six Months
                                                                      Year Ended December 31,                   Ended June 30,
                                                         -------------------------------------------------     -----------------
                                                          1999      1998       1997       1996       1995       2000       1999
                                                         ------    ------     ------     ------     ------     ------     ------
<S>                                                      <C>       <C>        <C>        <C>        <C>        <C>        <C>
Income before taxes...................................   $2,520    $2,150     $2,018     $2,001     $1,917     $1,335     $1,218
Interest expense (net of amounts capitalized).........      403       386        374        414        386        244        187
Interest factor on rentals (1/3)......................       78        56         67         54         60         46         39
                                                         ------    ------     ------     ------     ------     ------     ------
Earnings available for fixed charges..................   $3,001    $2,592     $2,459     $2,469     $2,363     $1,625     $1,444
                                                         ======    ======     ======     ======     ======     ======     ======
Interest expense......................................   $  430    $  411     $  394     $  445     $  426     $  272     $  202
Interest factor on rentals (1/3)......................       78        56         67         54         60         46         39
                                                         ------    ------     ------     ------     ------     ------     ------
Fixed charges.........................................   $  508    $  467     $  461     $  499     $  486     $  318     $  241
                                                         ======    ======     ======     ======     ======     ======     ======
Ratio of earnings to fixed charges....................     5.91      5.55       5.33       4.95       4.86       5.99       5.11
                                                         ======    ======     ======     ======     ======     ======     ======

</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>9
<FILENAME>a2027138zex-23_a.txt
<DESCRIPTION>EXHIBIT 23-A
<TEXT>

<PAGE>
                                                                   EXHIBIT 23(A)

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation by
reference in this Qwest Corporation (formerly U S WEST Communications, Inc.)
(the "Company") Registration Statement on Form S-4 of our report dated
January 26, 2000, on the consolidated balance sheets of the Company as of
December 31, 1999 and 1998, and the related consolidated statements of income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1999, included in the Company's Form 10-K dated March 3, 2000
and to all references to our Firm included in this Registration Statement.

ARTHUR ANDERSEN LLP

Denver, Colorado,
  October 11, 2000.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>10
<FILENAME>a2027138zex-25.txt
<DESCRIPTION>EXHIBIT 25
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1
                                    --------

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                  OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) __



                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
               (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION                               31-0838515
                                                             (I.R.S. EMPLOYER
                                                          IDENTIFICATION NUMBER)

100 EAST BROAD STREET, COLUMBUS, OHIO                        43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                              100 EAST BROAD STREET
                            COLUMBUS, OHIO 43271-0181
                ATTN: STEVEN M. WAGNER, DIRECTOR, (312) 407-1819
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)



                                QWEST CORPORATION
               (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)



       COLORADO                                           84-0273800
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NUMBER)


1801 CALIFORNIA STREET
DENVER, COLORADO                                                      80202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)

                                 DEBT SECURITIES
                         (TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1.           GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO
                  THE TRUSTEE:

                  (a)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
                  AUTHORITY TO WHICH IT IS SUBJECT.

                  Comptroller of Currency, Washington, D.C.; Federal Deposit
                  Insurance Corporation, Washington, D.C.; The Board of
                  Governors of the Federal Reserve System, Washington D.C.

                  (b)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
                  POWERS.

                  The trustee is authorized to exercise corporate trust powers.

ITEM 2.           AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE
                  OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

                  No such affiliation exists with the trustee.


ITEM 16.          LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF
                  THIS STATEMENT OF ELIGIBILITY.

                  1.       A copy of the articles of association of the trustee
                           now in effect.

                  2.       A copy of the certificate of authority of the trustee
                           to commence business.

                  3.       A copy of the authorization of the trustee to
                           exercise corporate trust powers.

                  4.       A copy of the existing by-laws of the trustee.

                  5.       Not Applicable.

                  6.       The consent of the trustee required by Section 321(b)
                           of the Act.

<PAGE>

                  7.       A copy of the latest report of condition of the
                           trustee published pursuant to law or the requirements
                           of its supervising or examining authority.

                  8.       Not Applicable.

                  9.       Not Applicable.


         Pursuant to the requirements of the Trust Indenture Act of 1939, as
         amended, the trustee, Bank One Trust Company, National Association, a
         national banking association organized and existing under the laws of
         the United States of America, has duly caused this Statement of
         Eligibility to be signed on its behalf by the undersigned, thereunto
         duly authorized, all in the City of Chicago and State of Illinois, on
         the 25th day of September, 2000.


                      BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                      TRUSTEE

                      BY /s/ STEVEN M. WAGNER
                         ---------------------
                         STEVEN M. WAGNER
                         DIRECTOR

<PAGE>

                                    EXHIBIT 1

                  A COPY OF THE ARTICLES OF ASSOCIATION OF THE
                              TRUSTEE NOW IN EFFECT

                              AMENDED AND RESTATED
                             ARTICLES OF ASSOCIATION
                                       OF
                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION


FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, National
Association.

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio.

The business of the Association will be limited to the fiduciary powers and the
support of activities incidental to the exercise of those powers. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.

THIRD. The Board of Directors of this Association shall consist of not less than
five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
the Association, or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of either
(i) the date of purchase, (ii) the date the person became a director, or (iii)
the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of the
Association or holding company may be used.

Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining directors between meetings of shareholders. The Board of Directors
may not increase the number of directors between meetings of shareholders to a
number which: (1) exceeds by more than two the number of directors last elected
by shareholders where the number was 15 or less; or (2) exceeds by more than
four the number of directors last elected by shareholders where the number was
16 or more, but in no event shall the number of directors exceed 25.

Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.

<PAGE>

Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full Board of Directors, or
by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of directors of
the Association or the presence of a quorum in connection with any board action,
and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the Board of Directors
may designate, on the day of each year specified therefor in the Bylaws or, if
that day falls on a legal holiday in the state in which the Association is
located, on the next following banking day. If no election is held on the day
fixed or in the event of a legal holiday on the following banking day, an
election may be held on any subsequent day within 60 days of the day fixed, to
be designated by the Board of Directors or, if the directors fail to fix the
day, by shareholders representing two-thirds of the shares issued and
outstanding. In all cases at least 10 days advance notice of the meeting shall
be given to the shareholders by first class mail.

In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares such shareholder
owns by the number of directors to be elected. Those votes may be cumulated and
cast for a single candidate or may be distributed among two or more candidates
in the manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by such
shareholder. If the issuance of preferred stock with voting rights has been
authorized by a vote of shareholders owning a majority of the common stock of
the association, preferred shareholders will have cumulative voting rights and
will be included within the same class as common shareholders, for purposes of
elections of directors.

A director may resign at any time by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause, provided, however,
that a director may not be removed if the number of votes sufficient to elect
him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of this Association shall be
eighty thousand shares of common stock of the par value of ten dollars ($10.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time

<PAGE>

determine and at such price as the Board of Directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

Unless otherwise specified in the Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two or more
classes or series in the same or a substantially similar way, all the classes or
series so affected must vote together as a single voting group on the proposed
amendment.

Shares of the same class or series may be issued as a dividend on a pro rata
basis and without consideration. Shares of another class or series may be issued
as share dividends in respect of a class or series of stock if approved by a
majority of the votes entitled to be cast by the class or series to be issued
unless there are no outstanding shares of the class or series to be issued.
Unless otherwise provided by the Board of Directors, the record date for
determining shareholders entitled to a share dividend shall be the date the
Board of Directors authorizes the share dividend.

Unless otherwise provided in the Bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than 70 days
before the meeting.

If a shareholder is entitled to fractional shares pursuant to preemptive rights,
a stock dividend, consolidation or merger, reverse stock split or otherwise, the
Association may: (a) issue fractional shares or; (b) in lieu of the issuance of
fractional shares, issue script or warrants entitling the holder to receive a
full share upon surrendering enough script or warrants to equal a full share;
(c) if there is an established and active market in the Association's stock,
make reasonable arrangements to provide the shareholder with an opportunity to
realize a fair price through sale of the fraction, or purchase of the additional
fraction required for a full share; (d) remit the cash equivalent of the
fraction to the shareholder; or (e) sell full shares representing all the
fractions at public auction or to the highest bidder after having solicited and
received sealed bids from at least three licensed stock brokers, and distribute
the proceeds pro rata to shareholders who otherwise would be entitled to the
fractional shares. The holder of a fractional share is entitled to exercise the
rights for shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the Association upon liquidation, in proportion
to the fractional interest. The holder of script or warrants is not entitled to
any of these rights unless the script or warrants explicitly provide for such
rights. The script or warrants may be subject to such additional conditions as:
(1) that the script or warrants will become void if not exchanged for full
shares before a specified date; and (2) that the shares for which the script or
warrants are exchangeable may be sold at the option of the Association and the
proceeds paid to scriptholders.

<PAGE>

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders. Obligations classified as debt, whether or not subordinated, which
may be issued by the Association without the approval of shareholders, do not
carry voting rights on any issue, including an increase or decrease in the
aggregate number of the securities, or the exchange or reclassification of all
or part of securities into securities of another class or series.

SIXTH. The Board of Directors shall appoint one of its members president of this
Association, and one of its members chairperson of the board and shall have the
power to appoint one or more vice presidents, a secretary who shall keep minutes
of the directors' and shareholders' meetings and be responsible for
authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers if
authorized by the Board of Directors in accordance with the Bylaws. The Board of
Directors shall have the power to:

(1)      Define the duties of the officers, employees, and agents of the
         Association.

(2)      Delegate the performance of its duties, but not the responsibility for
         its duties, to the officers, employees, and agents of the Association.

(3)      Fix the compensation and enter into employment contracts with its
         officers and employees upon reasonable terms and conditions consistent
         with applicable law.

(4)      Dismiss officers and employees.

(5)      Require bonds from officers and employees and to fix the penalty
         thereof.

(6)      Ratify written policies authorized by the Association's management or
         committees of the board.

(7)      Regulate the manner in which any increase or decrease of the capital of
         the Association shall be made, provided that nothing herein shall
         restrict the power of shareholders to increase or decrease the capital
         of the association in accordance with law, and nothing shall raise or
         lower from two-thirds the percentage for shareholder approval to
         increase or reduce the capital.

(8)      Manage and administer the business and affairs of the Association.

(9)      Adopt initial Bylaws, not inconsistent with law or the Articles of
         Association, for managing the business and regulating the affairs of
         the Association.

(10)     Amend or repeal Bylaws, except to the extent that the Articles of
         Association reserve this power in whole or in part to shareholders.

(11)     Make contracts.

(12)     Generally perform all acts that are legal for a Board of Directors to
         perform.

<PAGE>

SEVENTH. The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Columbus, State of Ohio, without the approval of the shareholders; and
shall have the power to change the location of the main office of this
Association to any other place outside the limits of the City of Columbus, State
of Ohio, but not more than thirty miles beyond such limits, with the affirmative
vote of shareholders owning two-thirds of the stock of the Association, subject
to receipt of a certificate of approval from the Comptroller of the Currency.
The Board of Directors shall have the power to establish or change the location
of any branch or branches of the Association to any other location permitted
under applicable law without the approval of the shareholders, subject to
approval by the Office of the Comptroller of the Currency. The Board of
Directors shall have the power to establish or change the location of any
nonbranch office or facility of the Association without the approval of the
shareholders.

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. The Board of Directors of this Association, or any shareholders owning,
in the aggregate, not less than 20 percent of the stock of this Association, may
call a special meeting of shareholders at any time. Unless otherwise provided by
the Bylaws or the laws of the United States, or waived by shareholders, a notice
of the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10, and no more than 60, days prior to the date of the meeting to each
shareholder of record at his/her address as shown upon the books of this
Association. Unless otherwise provided by the Bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.

TENTH. The Association shall provide indemnification as set forth below:

Every person who is or was a Director, officer or employee of the Association or
of any other corporation which he served as a Director, officer or employee at
the request of the Association as part of his regularly assigned duties may be
indemnified by the Association in accordance with the provisions of this Article
against all liability (including, without limitation, judgments, fines,
penalties, and settlements) and all reasonable expenses (including, without
limitation, attorneys' fees and investigative expenses) that may be incurred or
paid by him in connection with any claim, action, suit or proceeding, whether
civil, criminal or administrative (all referred to hereafter in this Article as
"Claims") or in connection with any appeal relating thereto in which he may
become involved as a party or otherwise or with which he may be threatened by
reason of his being or having been a Director, officer or employee of the
Association or such other corporation, or by reason of any action taken or
omitted by him in his capacity as such Director, officer or employee, whether or
not he continues to be such at the time such liability or expenses are incurred;
PROVIDED that nothing contained in this Article shall be construed to permit
indemnification of any such person who is adjudged guilty of, or liable for,
willful misconduct, gross neglect of duty or criminal acts, unless, at the time
such indemnification is sought, such indemnification in such instance is
permissible under applicable law and regulations, including published rulings of
the Comptroller of the Currency or other appropriate

<PAGE>

supervisory or regulatory authority; and PROVIDED FURTHER that there shall be no
indemnification of Directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association.

Every person who may be indemnified under the provisions of this Article and who
has been wholly successful on the merits with respect to any Claim shall be
entitled to indemnification as of right. Except as provided in the preceding
sentence, any indemnification under this Article shall be at the sole discretion
of the Board of Directors and shall be made only if the Board of Directors or
the Executive Committee acting by a quorum consisting of Directors who are not
parties to such Claim shall find or if independent legal counsel (who may be the
regular counsel of the Association) selected by the Board of Directors or
Executive Committee whether or not a disinterested quorum exists shall render
their opinion that in view of all of the circumstances then surrounding the
Claim, such indemnification is equitable and in the best interests of the
Association. Among the circumstances to be taken into consideration in arriving
at such a finding or opinion is the existence or non-existence of a contract of
insurance or indemnity under which the Association would be wholly or partially
reimbursed for such indemnification, but the existence or non-existence of such
insurance is not the sole circumstance to be considered nor shall it be wholly
determinative of whether such indemnification shall be made. In addition to such
finding or opinion, no indemnification under this Article shall be made unless
the Board of Directors or the Executive Committee acting by a quorum consisting
of Directors who are not parties to such Claim shall find or if independent
legal counsel (who may be the regular counsel of the Association) selected by
the Board of Directors or Executive Committee whether or not a disinterested
quorum exists shall render their opinion that the Directors, officer or employee
acted in good faith in what he reasonably believed to be the best interests of
the Association or such other corporation and further in the case of any
criminal action or proceeding, that the Director, officer or employee reasonably
believed his conduct to be lawful. Determination of any Claim by judgment
adverse to a Director, officer or employee by settlement with or without Court
approval or conviction upon a plea of guilty or of NOLO CONTENDERE or its
equivalent shall not create a presumption that a Director, officer or employee
failed to meet the standards of conduct set forth in this Article. Expenses
incurred with respect to any Claim may be advanced by the Association prior to
the final disposition thereof upon receipt of an undertaking satisfactory to the
Association by or on behalf of the recipient to repay such amount unless it is
ultimately determined that he is entitled to indemnification under this Article.

The rights of indemnification provided in this Article shall be in addition to
any rights to which any Director, officer or employee may otherwise be entitled
by contract or as a matter of law. Every person who shall act as a Director,
officer or employee of this Association shall be conclusively presumed to be
doing so in reliance upon the right of indemnification provided for in this
Article.

<PAGE>

ELEVENTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The Association's Board of Directors may propose one or
more amendments to the Articles of Association for submission to the
shareholders.

<PAGE>

                                    EXHIBIT 2

                  A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
                          TRUSTEE TO COMMENCE BUSINESS



                                   CERTIFICATE


I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.       The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2.       "Bank One Trust Company, National Association," Columbus, Ohio,
(Charter No. 16235) is a National Banking Association formed under the laws of
the United States and is authorized thereunder to transact the business of
banking on the date of this Certificate.


                                IN TESTIMONY WHEREOF, I have hereunto

                                subscribed my name and caused my seal of

                                office to be affixed to these presents at the

                                Treasury Department in the City of

                                Washington and District of Columbia, this

                                19th day of April, 2000.




                                /s/ John D. Hawke, Jr.
                                ----------------------
                                Comptroller of the Currency

<PAGE>

                                    EXHIBIT 3



                   A COPY OF THE AUTHORIZATION OF THE TRUSTEE
                       TO EXERCISE CORPORATE TRUST POWERS


                                   CERTIFICATE


I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1.       The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2.       "Bank One Trust Company, National Association," Columbus, Ohio,
(Charter No. 16235) was granted, under the hand and seal of the Comptroller, the
right to act in all fiduciary capacities authorized under the provisions of the
Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and
that the authority so granted remains in full force and effect on the date of
this Certificate.


                                IN TESTIMONY WHEREOF, I have hereunto

                                subscribed my name and caused my seal of

                                office to be affixed to these presents at the

                                Treasury Department in the City of

                                Washington and District of Columbia, this

                                19th day of April, 2000.




                                /s/ John D. Hawke, Jr.
                                --------------------------
                                Comptroller of the Currency

<PAGE>

                                    EXHIBIT 4

                  A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE



                  BANK ONE TRUST COMPANY, National Association
                                     BY-LAWS

                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main office, or
other convenient place duly authorized by the Board of Directors, on the same
day upon which any regular or special Board meeting is held from and including
the first Monday of January to, and including, the fourth Monday of February of
each year, or on the next succeeding banking day, if the day fixed falls on a
legal holiday. If from any cause, an election of Directors is not made on the
day fixed for the regular meeting of the shareholders or, in the event of a
legal holiday, on the next succeeding banking day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting. Notice of such
annual meeting shall be given by or under the direction of the Secretary, or
such other officer as may be designated by the Chief Executive Officer, by
first-class mail, postage prepaid, to all shareholders of record of the Bank at
their respective addresses as shown upon the books of the Bank mailed not less
than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the
Bank may be called at any time by the Board of Directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock of
the Bank. Notice of any special meeting of the shareholders called by the Board
of Directors, stating the time, place and purpose of the meeting, shall be given
by or under the direction of the Secretary, or such other officer as is
designated by the Chief Executive Officer, by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as shown
upon the books of the Bank mailed not less than ten days prior to the date fixed
for such meeting. Any special meeting of shareholders shall be conducted and its
proceedings recorded in the manner prescribed in these By-Laws for annual
meetings of shareholders.

<PAGE>

SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may
designate a person to be the secretary of the meeting of shareholders. In the
absence of a presiding officer, as designated by these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as secretary
of the meeting. The secretary of the meeting of shareholders shall cause the
returns made by the judges of election and other proceedings to be recorded in
the minute books of the Bank. The presiding officer shall notify the
Directors-elect of their election and to meet forthwith for the organization of
the new Board of Directors. The minutes of the meeting shall be signed by the
presiding officer and the secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the meeting of shareholders of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
Directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election, at
the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over their
signature, the secretary of the Board of Directors of the result thereof.

SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall have
the right to vote the number of shares of record in such shareholder's name for
as many persons as there are Directors to be elected, or to cumulate such shares
as provided by Federal Law. In deciding all other questions at meetings of
shareholders, each shareholder shall be entitled to one vote on each share of
stock of record in such shareholder's name. Shareholders may vote by proxy duly
authorized in writing. All proxies used at the annual meeting shall be secured
for that meeting only, or any adjournment thereof, and shall be dated, if not
dated by the shareholder, as of the date of the receipt thereof. No officer or
employee of this Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to time
until a quorum is obtained. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

                                   ARTICLE II
                                    DIRECTORS


SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications
prescribed by law. No person elected as a Director may exercise any of the
powers of office until such Director has taken the oath of such office.

SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year or
until their successors are elected and qualified. Any vacancy in the Board shall
be filled by

<PAGE>

appointment of the remaining Directors, and any Director so appointed shall hold
office until the next election.

SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders
shall meet for organization of the new Board of Directors at the time and place
fixed by the presiding officer of the annual meeting. If at the time fixed for
such meeting there is no quorum present, the Directors in attendance may adjourn
from time to time until a quorum is obtained. A majority of the number of
Directors elected by the shareholders shall constitute a quorum for the
transaction of business.

SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held at such date, time and place as the Board may previously
designate, or should the Board fail to so designate, at such date, time and
place as the Chairman of the Board, Chief Executive Officer, or President may
fix. Whenever a quorum is not present, the Directors in attendance shall adjourn
the meeting to a time not later than the date fixed by the By-Laws for the next
succeeding regular meeting of the Board. Members of the Board of Directors may
participate in such meetings through use of conference telephone or similar
communications equipment, so long as all members participating in such meetings
can hear one another.

SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at the call of the Chairman of the Board, Chief Executive Officer, or
President, or at the request of two or more Directors. Any special meeting may
be held at such place and at such time as may be fixed in the call. Written or
oral notice shall be given to each Director not later than the day next
preceding the day on which the special meeting is to be held, which notice may
be waived in writing. The presence of a Director at any meeting of the Board of
Directors shall be deemed a waiver of notice thereof by such Director. Whenever
a quorum is not present, the Directors in attendance shall adjourn the special
meeting from day to day until a quorum is obtained. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank may
be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive
such fees for attendance at Board and Board committee meetings and such fees for
service as a Director, irrespective of meeting attendance, as from time to time
are fixed by resolution of the Board; provided, however, that payment hereunder
shall not be made to a Director for meetings attended and/or Board service which
are not for the Bank's sole

<PAGE>

benefit and which are concurrent and duplicative with meetings attended or Board
service for an affiliate of the Bank for which the Director receives payment;
and provided further that fees hereunder shall not be paid in the case of any
Director in the regular employment of the Bank or of one of its affiliates. Each
member of the Board of Directors, whether or not such Director is in the regular
employment of the Bank or of one of its affiliates, shall be reimbursed for
travel expenses incident to attendance at Board and Board committee meetings.

SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all the powers of the Board that may
lawfully be delegated. The Executive Committee shall consist of at least three
Board members, one of whom shall be the Chairman of the Board, Chief Executive
Officer or the President. The other members of the Executive Committee shall be
appointed by the Chairman of the Board, the Chief Executive Officer, or the
President, with the approval of the Board, and who shall continue as members of
the Executive Committee until their successors are appointed, provided, however,
that any member of the Executive Committee may be removed by the Board upon a
majority vote thereof at any regular or special meeting of the Board. The
Chairman, Chief Executive Officer, or President shall fill any vacancy in the
Executive Committee by the appointment of another Director, subject to the
approval of the Board of Directors. The Executive Committee shall meet at the
call of the Chairman, Chief Executive Officer, or President or any two members
thereof at such time or times and place as may be designated. In the event of
the absence of any member or members of the Executive Committee, the presiding
member may appoint a member or members of the Board to fill the place or places
of such absent member or members to serve during such absence. Two members of
the Executive Committee shall constitute a quorum. When neither the Chairman of
the Board, the Chief Executive Officer, nor President are present, the Executive
Committee shall appoint a presiding officer. The Executive Committee shall
report its proceedings and the action taken by it to the Board of Directors.

SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest of
the Bank.

                                   ARTICLE III
                    OFFICERS, MANAGEMENT STAFF AND EMPLOYEES


SECTION 3.01.  OFFICERS AND MANAGEMENT STAFF.
(a)      The executive officers of the Bank shall include a Chairman of the
Board, Chief Executive Officer, President, Chief Financial Officer, Secretary,
Security Officer, and may include one or more Senior Managing Directors or
Managing Directors. The Chairman of the Board, Chief Executive Officer,
President, any Senior Managing Director, any Managing Director, Chief Financial
Officer, Secretary, and Security Officer shall be elected by the Board. The
Chairman of the Board, Chief Executive Officer, and the President shall be
elected by the Board from their own number. Such officers as the Board shall
elect from their own number shall hold office from the date of their election as
officers until the organization meeting of the Board of Directors following the
next annual meeting of shareholders, provided, however, that such officers may
be relieved of their duties at any time by action of the Board of Directors, in
which event all the powers incident to their office shall immediately terminate.
The Chairman of the Board, Chief Executive Officer, or the President shall
preside at all meetings of shareholders and meetings of the Board of Directors.

<PAGE>

(b)      The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, the
Chief Financial Officer, and such other persons in the employment of the Bank
who, pursuant to authorization by a duly authorized officer of the Bank, perform
management functions and have management responsibilities. Any two or more
offices may be held by the same person except that no person shall hold the
office of Chairman of the Board, Chief Executive Officer and/or President and at
the same time also hold the office of Secretary.

(c)      Except as provided in the case of the elected officers who are members
of the Board, all officers and employees, whether elected or appointed, shall
hold office at the pleasure of the Board. Except as otherwise limited by law or
these By-Laws, the Board assigns to the Chairman of the Board, the Chief
Executive Officer, the President, any Senior Managing Director, any Managing
Director, the Chief Financial Officer, and/or each of their respective designees
the authority to control all personnel, including elected and appointed officers
and employees of the Bank, to employ or direct the employment of such officers
and employees as he or she may deem necessary, including the fixing of salaries
and the dismissal of such officers and employees at pleasure, and to define and
prescribe the duties and responsibilities of all officers and employees of the
Bank, subject to such further limitations and directions as he or she may from
time to time deem appropriate.

(d)      The Chairman of the Board, the Chief Executive Officer, the President,
any Senior Managing Director, any Managing Director, the Chief Financial
Officer, and any other officer of the Bank, to the extent that such officer is
authorized in writing by the Chairman of the Board, the Chief Executive Officer,
the President, any Senior Managing Director, any Managing Director, or the Chief
Financial Officer may appoint persons other than officers who are in employment
of the Bank to serve in management positions and in connection therewith, the
appointing officer may assign such title, salary, responsibilities and functions
as are deemed appropriate, provided, however, that nothing contained herein
shall be construed as placing any limitation on the authority of the Chairman of
the Board, the Chief Executive Officer, the President, any Senior Managing
Director, any Managing Director, or the Chief Financial Officer as provided in
this and other sections of these By-Laws.

(e)      The Senior Managing Directors and the Managing Directors of the Bank
shall have general and active authority over the management of the business of
the Bank, shall see that all orders and resolutions of the Board of Directors
are carried into effect, and shall do or cause to be done all things necessary
or proper to carry on the business of the Bank in accordance with provisions of
applicable law and regulations. Each Senior Managing Director and Managing
Director shall perform all duties incident to his or her office and such other
and further duties, as may from time to time be required by the Chief Executive
Officer, the President, the Board of Directors, or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to a Senior Managing Director or a Managing Director in conducting the
business of the Bank. In the absence of a Senior Managing Director or a Managing
Director, such officer as is designated by the Senior Managing Director or the
Managing Director shall be vested with all the powers and perform all the duties
of the Senior Managing Director or the Managing Director as defined by these
By-Laws.

<PAGE>

(f)      Each Managing Director who is assigned oversight of one or more trust
service offices shall appoint a management committee known as the Investment
Management and Trust Committee consisting of the Managing Director of the trust
service offices and at least three other members who shall be capable and
experienced officers of the Bank appointed from time to time by the Managing
Director and who shall continue as members of the Investment Management and
Trust Committee until their successors are appointed, provided, however, that
any member of the Investment Management and Trust Committee may be removed by
the Managing Director as provided in this and other sections of these By-Laws.
The Managing Director shall fill any vacancy in the Investment Management and
Trust Committee by the appointment of another capable and experienced officer of
the Bank. Each Investment Management and Trust Committee shall meet at such
date, time and place as the Managing Director shall fix. In the event of the
absence of any member or members of the Investment Management and Trust
Committee, the Managing Director may, in his or her discretion, appoint another
officer of the Bank to fill the place or places of such absent member or members
to serve during such absence. A majority of each Investment Management and Trust
Committee shall constitute a quorum. Each Investment Management and Trust
Committee shall carry out the policies of the Bank, as adopted by the Board of
Directors, which shall be formulated and executed in accordance with State and
Federal Law, Regulations of the Comptroller of the Currency, and sound fiduciary
principles. In carrying out the policies of the Bank, each Investment Management
and Trust Committee is hereby authorized to establish management teams whose
duties and responsibilities shall be specifically set forth in the policies of
the Bank. Each such management team shall report such proceedings and the
actions taken thereby to the Investment Management and Trust Committee. Each
Managing Director shall then report such proceedings and the actions taken
thereby to the Board of Directors.

SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary
powers granted to this Bank under the provisions of Federal Law and Regulations
of the Comptroller of the Currency, the Chairman of the Board, the Chief
Executive Officer, the President, the Senior Managing Directors, the Managing
Directors, the Chief Financial Officer, and those officers so designated and
authorized by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Managing Directors, the Managing Directors, or the Chief
Financial Officer are authorized for and on behalf of the Bank, and to the
extent permitted by law, to make loans and discounts; to purchase or acquire
drafts, notes, stocks, bonds, and other securities for investment of funds held
by the Bank; to execute and purchase acceptances; to appoint, empower and direct
all necessary agents and attorneys; to sign and give any notice required to be
given; to demand payment and/or to declare due for any default any debt or
obligation due or payable to the Bank upon demand or authorized to be declared
due; to foreclose any mortgages; to exercise any option, privilege or election
to forfeit, terminate, extend or renew any lease; to authorize and direct any
proceedings for the collection of any money or for the enforcement of any right
or obligation; to adjust, settle and compromise all claims of every kind and
description in favor of or against the Bank, and to give receipts, releases and
discharges therefor; to borrow money and in connection therewith to make,
execute and deliver notes, bonds or other evidences of indebtedness; to pledge
or hypothecate any securities or any stocks, bonds, notes or any property real
or personal held or owned by the Bank, or to rediscount any notes or other
obligations held or owned by the Bank, whenever in his or her judgment it is
reasonably necessary for the operation of the Bank; and in furtherance of and in
addition to the powers hereinabove set forth to do all such acts and to take all
such proceedings as in his or her judgment are necessary and incidental to the
operation of the Bank.

SECTION 3.03. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank

<PAGE>

and, subject to the direction of the Chief Executive Officer, shall undertake
other duties and functions usually performed by a corporate secretary. Other
officers may be designated by the Secretary as Assistant Secretary to perform
the duties of the Secretary.

SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff
or any employee of the Bank designated as an officer on the Bank's payroll
system is hereby authorized for and on behalf of the Bank to sell, assign,
lease, mortgage, transfer, deliver and convey any real or personal property,
including shares of stock, bonds, notes, certificates of indebtedness (including
the assignment and redemption of registered United States obligations) and all
other forms of intangible property now or hereafter owned by or standing in the
name of the Bank, or its nominee, or held by the Bank as collateral security, or
standing in the name of the Bank, or its nominee, in any fiduciary capacity or
in the name of any principal for whom this Bank may now or hereafter be acting
under a power of attorney or as agent, and to execute and deliver such partial
releases from any discharges or assignments of mortgages and assignments or
surrender of insurance policies, deeds, contracts, assignments or other papers
or documents as may be appropriate in the circumstances now or hereafter held by
the Bank in its own name, in a fiduciary capacity, or owned by any principal for
whom this Bank may now or hereafter be acting under a power of attorney or as
agent; provided, however, that, when necessary, the signature of any such person
shall be attested or witnessed in each case by another officer of the Bank. Any
member of the Bank's management staff or any employee of the Bank designated as
an officer on the Bank's payroll system is hereby authorized for and on behalf
of the Bank to execute any indemnity and fidelity bonds, trust agreements,
proxies or other papers or documents of like or different character necessary,
desirable or incidental to the appointment of the Bank in any fiduciary
capacity, the conduct of its business in any fiduciary capacity, or the conduct
of its other banking business; to sign and issue checks, drafts, orders for the
payment of money and certificates of deposit; to sign and endorse bills of
exchange, to sign and countersign foreign and domestic letters of credit, to
receive and receipt for payments of principal, interest, dividends, rents, fees
and payments of every kind and description paid to the Bank, to sign receipts
for money or other property acquired by or entrusted to the Bank, to guarantee
the genuineness of signatures on assignments of stocks, bonds or other
securities, to sign certifications of checks, to endorse and deliver checks,
drafts, warrants, bills, notes, certificates of deposit and acceptances in all
business transactions of the Bank; also to foreclose any mortgage, to execute
and deliver receipts for any money or property; also to sign stock certificates
for and on behalf of this Bank as transfer agent or registrar, and to
authenticate bonds, debentures, land or lease trust certificates or other forms
of security issued pursuant to any indenture under which this Bank now or
hereafter is acting as trustee or in any other fiduciary capacity; to execute
and deliver various forms of documents or agreements necessary to effectuate
certain investment strategies for various fiduciary or custody customers of the
Bank, including, without limitation, exchange funds, options, both listed and
over-the-counter, commodities trading, futures trading, hedge funds, limited
partnerships, venture capital funds, swap or collar transactions and other
similar investment vehicles for which the Bank now or in the future may deem
appropriate for investment of fiduciary customers or in which non-fiduciary
customers may direct investment by the Bank.

<PAGE>

Without limitation on the foregoing, the Chief Executive Officer, Chairman of
the Board, or President of the Bank shall have the authority from time to time
to appoint officers of the Bank as Vice President for the sole purpose of
executing releases or other documents incidental to the conduct of the Bank's
business in any fiduciary capacity where required by state law or the governing
document. In addition, other persons in the employment of the Bank or its
affiliates may be authorized by the Chief Executive Officer, Chairman of the
Board, President, Senior Managing Directors, Managing Directors, or Chief
Financial Officer to perform acts and to execute the documents described in the
paragraph above, subject, however, to such limitations and conditions as are
contained in the authorization given to such person.

SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.

                                   ARTICLE IV
                          STOCKS AND STOCK CERTIFICATES


SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the Chief Executive Officer, or the President (which signature may be
engraved, printed or impressed), and shall be signed manually by the Secretary,
or any other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its face
that stock represented thereby is transferable only upon the books of the Bank
when properly endorsed and shall recite such other information as is required by
law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be
transferable only upon the stock transfer books of the Bank and, except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of an affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the Chief Executive Officer, or the President. The Board of Directors or
the Chairman of the Board, Chief Executive Officer, or the President may
authorize the issuance of a new certificate therefor without the furnishing of
indemnity. Stock transfer books, in which all transfers of stock shall be
recorded, shall be provided. The stock transfer books may be closed for a
reasonable period and under such conditions as the Board of Directors may at

<PAGE>

any time determine, for any meeting of shareholders, the payment of dividends or
any other lawful purpose. In lieu of closing the transfer books, the Board of
Directors may, in its discretion, fix a record date and hour constituting a
reasonable period prior to the day designated for the holding of any meeting of
the shareholders or the day appointed for the payment of any dividend, or for
any other purpose at the time as of which shareholders entitled to notice of and
to vote at any such meeting or to receive such dividend or to be treated as
shareholders for such other purpose shall be determined, and only shareholders
of record at such time shall be entitled to notice of or to vote at such meeting
or to receive such dividends or to be treated as shareholders for such other
purpose.

                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS


SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL"
in the center, and the name "BANK ONE TRUST COMPANY, National Association"
located clockwise around the upper half of the seal.

SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles of
Association, the returns of judges of elections, the By-Laws and any amendments
thereto, the proceedings of all regular and special meetings of the shareholders
and of the Board of Directors, and reports of the committees of the Board of
Directors shall be recorded in the minute books of the Bank. The minutes of each
such meeting shall be signed by the presiding officer and attested by the
secretary of the meeting.

SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall
continue until terminated in accordance with the laws of the United States. The
purpose of the Bank shall be to carry on the general business of a commercial
bank trust department and to engage in such activities as are necessary,
incident, or related to such business. The Articles of Association of the Bank
shall not be amended, or any other provision added elsewhere in the Articles
expanding the powers of the Bank, without the prior approval of the Comptroller
of the Currency.

SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a vote
of a majority of the Directors.

<PAGE>

As amended April 24, 1991         Section 3.01 (Officers and Management Staff)
                                  Section 3.02 (Chief Executive Officer)
                                  Section 3.03 (Powers and Duties of
                                  Officers and Management Staff)
                                  Section 3.05 (Execution of Documents)

As amended January 27, 1995       Section 2.04 (Regular Meetings)
                                  Section 2.05 (Special Meetings)
                                  Section 3.01(f) (Officers and Management
                                  Staff)
                                  Section 3.03(e) (Powers and Duties of
                                  Officers and Management Staff)
                                  Section 5.01 (Seal)

Amended and restated in its entirety effective May 1, 1996

As amended August 1, 1996         Section 2.09 (Trust Examining Committee)
                                  Section 2.10 (Other Committees)

As amended October 16, 1997       Section 3.01 (Officers and Management Staff)
                                  Section 3.02 (Powers and Duties of Officers
                                  and  Management Staff)
                                  Section 3.04 (Execution of Documents)

As amended January 1, 1998        Section 1.01 (Annual Meeting)

<PAGE>

                                    EXHIBIT 6



                       THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT


                                                  September 25, 2000



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Qwest Corporation
and Bank One Trust Company, National Association, as Trustee, the undersigned,
in accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, hereby consents that the reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.


                              Very truly yours,

                              BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION



                          BY: /s/STEVEN M. WAGNER
                              ----------------------
                              STEVEN M. WAGNER
                              DIRECTOR

<PAGE>

                                    EXHIBIT 7

<TABLE>
<S>                      <C>                              <C>                      <C>                 <C>
Legal Title of Bank:     Bank One Trust Company, N.A.     Call Date: 06/30/00      State #:  391581    FFIEC
Address:                 100 Broad Street                 Vendor ID:  D            Cert #:  21377      Page RC-1
City, State  Zip:        Columbus, OH 43271               Transit #:  04400003
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                    DOLLAR AMOUNTS IN THOUSANDS  C300
                                                                                    RCON       BIL MIL THOU      ----
                                                                                    ----       ------------
<S>                                                                                 <C>         <C>           <C>
ASSETS
1.  Cash and balances due from depository institutions (from Schedule
    RC-A):                                                                          RCON
    a. Noninterest-bearing balances and currency and coin(1) ...................    0081           71,974      1.a
    b. Interest-bearing balances(2).............................................    0071                0      1.b
2.  Securities
    a. Held-to-maturity securities(from Schedule RC-B, column A) ...............    1754                0      2.a
    b. Available-for-sale securities (from Schedule RC-B, column D).............    1773            4,013      2.b
    3.  Federal funds sold and securities purchased under agreements to
    resell                                                                          1350        1,142,909      3.
    4.  Loans and lease financing receivables:
    a. Loans and leases, net of unearned income (from Schedule                      RCON
    RC-C).......................................................................    2122          113,863      4.a
    b. LESS: Allowance for loan and lease losses................................    3123               10      4.b
    c. LESS: Allocated transfer risk reserve....................................    3128                0      4.c
    d. Loans and leases, net of unearned income, allowance, and                     RCON
       reserve (item 4.a minus 4.b and 4.c).....................................    2125          113,863      4.d
5.  Trading assets (from Schedule RD-D).........................................    3545                0      5.
6.  Premises and fixed assets (including capitalized leases)....................    2145           23,501      6.
7.  Other real estate owned (from Schedule RC-M)................................    2150                0      7.
8.  Investments in unconsolidated subsidiaries and associated
    companies (from Schedule RC-M)..............................................    2130                0      8.
9.  Customers' liability to this bank on acceptances outstanding................    2155                0      9.
10. Intangible assets (from Schedule RC-M)......................................    2143           15,751     10.
11. Other assets (from Schedule RC-F)...........................................    2160          145,825     11.
12. Total assets (sum of items 1 through 11)....................................    2170        1,517,836     12.
</TABLE>

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE>

<TABLE>
<S>                      <C>                              <C>                      <C>                 <C>
Legal Title of Bank:     Bank One Trust Company, N.A.     Call Date:  06/30/00     State #:  391581    FFIEC 032
Address:                 100 East Broad Street            Vendor ID:  D            Cert #"  21377      Page RC-2
City, State  Zip:        Columbus, OH 43271               Transit #:  04400003
</TABLE>

<TABLE>
<CAPTION>
SCHEDULE RC-CONTINUED
                                                                                                 DOLLAR AMOUNTS IN
                                                                                                   THOUSANDS
                                                                                                   ---------
<S>                                                                                 <C>
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C                        RCON
       from Schedule RC-E, part 1)..............................                    2200
1,327,486   13.a
       (1) Noninterest-bearing(1)...............................                    6631
873,913     13.a1
      (2) Interest-bearing......................................                    6636
          453,873 13.a2

    b. In foreign offices, Edge and Agreement subsidiaries, and
       IBFs (from Schedule RC-E, part II)...
       (1) Noninterest bearing..................................
       (2) Interest-bearing.....................................
14. Federal funds purchased and securities sold under agreements
    to repurchase:                                                                  RCFD 2800
0  14
15. a. Demand notes issued to the U.S. Treasury                                     RCON 2840
               0  15.a
    b. Trading Liabilities(from Sechedule RC-D)...............................      RCFD 3548
       0          15.b

16. Other borrowed money:                                                           RCON
    a. With original maturity of one year or less...............                    2332
0   16.a
    b. With original  maturity of more than one year............                    A547
0   16.b
    c. With original maturity of more than three years .........                        A548

17. Not applicable
18. Bank's liability on acceptance executed and outstanding.....                    2920
0   18.
19. Subordinated notes and debentures...........................                    3200
0   19.
20. Other liabilities (from Schedule RC-G)......................                    2930
58,989     20.
21. Total liabilities (sum of items 13 through 20)..............                    2948
1,386,475  21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...............                    3838
0   23.
24. Common stock................................................                    3230
80024.
25. Surplus (exclude all surplus related to preferred stock)....                    3839
45,157    25.
26. a. Undivided profits and capital reserves...................                    3632
85,390     26.a
    b. Net unrealized holding gains (losses) on available-for-sale
       securities...............................................                     8434
14  26.b
    c. Accumulated net gains (losses) on cash flow hedges.......                    4336
0   26.c
27. Cumulative foreign currency translation adjustments
28. Total equity capital (sum of items 23 through 27)...........                    3210     131,361
          28.
29. Total liabilities, limited-life preferred stock, and equity
    capital (sum of items 21, 22, and 28).......................                    3300   1,517,836     29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
   below that best describes the most comprehensive level of
   auditing work performed for the bank by independent external                         Number
   auditors as of any date during 1996.....................RCFD 6724..                N/A          M.1.  com
</TABLE>

<TABLE>
<S><C>
1 =  Independent audit of the bank conducted in accordance         4. =     Directors' examination of the bank
     with generally accepted auditing standards by a certified              performed by other external auditors (may be
     public accounting firm which submits a report on the bank              required by state chartering authority)

2 =  Independent audit of the bank's parent holding company        5 =      Review of the bank's financial statements
     conducted in accordance with generally accepted auditing               by external auditors
     standards by a certified public accounting firm which         6 =      Compilation of the bank's financial
     submits a report on the consolidated holding company                   statements by external auditors
     (but not on the bank separately)                              7 =      Other audit procedures (excluding
3 =  Directors' examination of the bank conducted in                        tax preparation work)
     accordance with generally accepted auditing standards by      8 =      No external audit work
     a certified public accounting firm (may be required by
     state chartering authority)

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
