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<SEC-DOCUMENT>0001035704-02-000258.txt : 20020515
<SEC-HEADER>0001035704-02-000258.hdr.sgml : 20020515
<ACCEPTANCE-DATETIME>20020515165917
ACCESSION NUMBER:		0001035704-02-000258
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020331
FILED AS OF DATE:		20020515

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			QWEST CORP
		CENTRAL INDEX KEY:			0000068622
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				840273800
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03040
		FILM NUMBER:		02653451

	BUSINESS ADDRESS:	
		STREET 1:		1801 CALIFORNIA ST
		STREET 2:		SUITE 2950
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202
		BUSINESS PHONE:		3038963099

	MAIL ADDRESS:	
		STREET 1:		1801 CALIFORNIA ST
		STREET 2:		SUITE 2950
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MOUNTAIN STATES TELEPHONE & TELEGRAPH CO
		DATE OF NAME CHANGE:	19910109
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d96297e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED MARCH 31, 2002
<TEXT>
<PAGE>

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

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

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

                                   FORM 10-Q

   [X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

   [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM           TO

                         COMMISSION FILE NUMBER 1-3040

                               QWEST CORPORATION

<Table>
<S>                                            <C>
                   COLORADO                                      84-0273800
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation of organization)                      Identification No.)
</Table>

                 1801 CALIFORNIA STREET, DENVER, COLORADO 80202
             (Address of principal executive offices and zip code)

                        TELEPHONE NUMBER (303) 992-5109
              (Registrant's telephone number, including area code)

     THE REGISTRANT, A WHOLLY-OWNED SUBSIDIARY OF QWEST COMMUNICATIONS
INTERNATIONAL INC., MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)
(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED
DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  [X] No  [ ]

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

                               QWEST CORPORATION
                                   FORM 10-Q

                               TABLE OF CONTENTS

<Table>
<Caption>
ITEM                                                                 PAGE
- ----                                                                 ----
<C>   <S>                                                            <C>
                    PART I -- FINANCIAL INFORMATION

  1.  Financial Statements
      Condensed Consolidated Statements of Operations --
      Three months ended March 31, 2002 and 2001..................      1
      Condensed Consolidated Balance Sheets --
      March 31, 2002 and December 31, 2001........................      2
      Condensed Consolidated Statements of Cash Flows --
      Three months ended March 31, 2002 and 2001..................      3
      Notes to Condensed Consolidated Financial Statements........      4
  2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations...................................     11

                      PART II -- OTHER INFORMATION

  1.  Legal Proceedings...........................................   II-1
  6.  Exhibits and Reports on Form 8-K............................   II-1
      Signature Page..............................................   II-3
</Table>

                                        i
<PAGE>

                               QWEST CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                               THREE MONTHS
                                                                   ENDED
                                                                 MARCH 31,
                                                              ---------------
                                                               2002     2001
                                                              ------   ------
<S>                                                           <C>      <C>
Operating revenues:
  Business services.........................................  $1,000   $1,041
  Consumer services.........................................   1,329    1,306
  Wholesale services........................................     708      761
  Network services and other revenues.......................      12       11
                                                              ------   ------
          Total operating revenues..........................   3,049    3,119
                                                              ------   ------
Operating expenses:
  Employee-related expenses.................................     729      780
  Other operating expenses..................................     740      705
  Depreciation and amortization.............................     763      674
  Merger-related and other charges..........................      --      114
                                                              ------   ------
          Total operating expenses..........................   2,232    2,273
                                                              ------   ------
Operating income............................................     817      846
                                                              ------   ------
Other expense -- net:
  Interest expense -- net...................................     166      147
  Other expense (income) -- net.............................      14       (8)
                                                              ------   ------
          Total other expense -- net........................     180      139
                                                              ------   ------
Income before income taxes..................................     637      707
Provision for income taxes..................................     246      266
                                                              ------   ------
Net income..................................................  $  391   $  441
                                                              ======   ======
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        1
<PAGE>

                               QWEST CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN MILLIONS)

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2002           2001
                                                              -----------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                         ASSETS

Current assets:
  Cash and cash equivalents.................................    $   848       $   204
  Accounts receivable -- net................................      2,312         2,403
  Inventories and supplies..................................        208           232
  Deferred tax asset........................................         22            41
  Prepaid and other.........................................         76            65
                                                                -------       -------
Total current assets........................................      3,466         2,945
Property, plant and equipment -- net........................     19,319        19,431
Other assets -- net.........................................      2,786         2,690
                                                                -------       -------
Total assets................................................    $25,571       $25,066
                                                                =======       =======

                          LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
  Short-term borrowings.....................................    $   634       $ 1,511
  Short-term borrowings -- affiliate........................      2,396         2,292
  Accounts payable..........................................      1,127         1,098
  Accrued expenses and other current liabilities............      1,124         1,019
  Advance billings and customer deposits....................        373           375
                                                                -------       -------
Total current liabilities...................................      5,654         6,295
Long-term borrowings........................................      7,117         5,781
Post-retirement and other post-employment benefit
  obligations...............................................      2,452         2,481
Deferred taxes, credits and other...........................      3,357         3,218

Contingencies and commitments (Note 5)

Stockholder's equity:
  Common stock -- one share without par value, owned by
     parent.................................................      8,451         8,415
  Accumulated deficit.......................................     (1,460)       (1,124)
                                                                -------       -------
Total stockholder's equity..................................      6,991         7,291
                                                                -------       -------
Total liabilities and stockholder's equity..................    $25,571       $25,066
                                                                =======       =======
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        2
<PAGE>

                               QWEST CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN MILLIONS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                  MARCH 31,
                                                              ------------------
                                                               2002       2001
                                                              -------   --------
<S>                                                           <C>       <C>
OPERATING ACTIVITIES
  Net income................................................  $  391    $   441
  Adjustments to net income:
     Depreciation and amortization..........................     763        674
     Non-cash Merger-related charges........................      --         59
     Provision for bad debts................................      76         47
     Deferred income taxes..................................     155        156
  Changes in operating assets and liabilities:
     Accounts receivable....................................      20        (52)
     Inventories, supplies and other current assets.........      15        (93)
     Accounts payable, accrued expenses, advance billings
      and customer deposits.................................     111         73
     Restructuring and Merger-related reserves..............    (109)       (74)
     Other..................................................      16        (66)
                                                              ------    -------
     Cash provided by operating activities..................   1,438      1,165
                                                              ------    -------
INVESTING ACTIVITIES
  Expenditures for plant, property and equipment............    (676)    (1,576)
  Other.....................................................      (8)       (52)
                                                              ------    -------
  Cash used for investing activities........................    (684)    (1,628)
                                                              ------    -------
FINANCING ACTIVITIES
  Net (repayments of) proceeds from short-term borrowings...    (876)       410
  Proceeds from issuance of long-term borrowings -- net.....   1,476         --
  Repayments of long-term borrowings........................     (48)       (74)
  Dividends paid on common stock............................    (627)        --
  Other.....................................................     (35)        --
                                                              ------    -------
  Cash (used for) provided by financing activities..........    (110)       336
                                                              ------    -------
CASH AND CASH EQUIVALENTS
  Increase (decrease).......................................     644       (127)
  Beginning balance.........................................     204        252
                                                              ------    -------
  Ending balance............................................  $  848    $   125
                                                              ======    =======
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        3
<PAGE>

                               QWEST CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       THREE MONTHS ENDED MARCH 31, 2002
                                  (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

     The condensed consolidated interim financial statements include the
accounts of Qwest Corporation ("Qwest" or "we" or "us" or "our") and our wholly
owned subsidiaries. We are a wholly owned subsidiary of Qwest Communications
International Inc. ("QCII").

     The condensed consolidated interim financial statements are unaudited. We
prepared these financial statements in accordance with the instructions for Form
10-Q. In compliance with those instructions, certain information and footnote
disclosures normally included in the financial statements prepared in accordance
with generally accepted accounting principles in the United States ("GAAP") have
been condensed or omitted. We made certain reclassifications to prior balances
to conform to the current year presentation. In our opinion, we made all the
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly our consolidated results of operations, financial position and
cash flows as of March 31, 2002 and for all periods presented. These financial
statements should be read in conjunction with the audited financial statements
included in our Form 10-K for the year ended December 31, 2001. The condensed
consolidated results of operations for the three months ended March 31, 2002 are
not necessarily indicative of the results expected for the full year. The
condensed consolidated financial statements of Qwest Corporation do not purport
to represent nor should be inferred to represent the financial position, results
of operations, cash flows or any measure, including adjusted EBITDA, of any
assets or operations of pre-merger U S WEST, Inc. other than the financial
position, results of operations and cash flows of U S WEST Communications, Inc.
and its subsidiaries.

NOTE 2: MERGER WITH U S WEST

     On June 30, 2000, QCII completed its acquisition (the "Merger") of our
former parent company, U S WEST, Inc. ("U S WEST"). All Merger-related costs
were recorded in 2001 and 2000 with the majority of those charges paid by
December 31, 2001. The activity during the first quarter of 2002 relating to the
remaining unpaid liabilities was as follows:

<Table>
<Caption>
                                               JANUARY 1,                             MARCH 31,
                                                  2002       CURRENT      CURRENT       2002
(DOLLARS IN MILLIONS)                           BALANCE     PROVISION   UTILIZATION    BALANCE
- ---------------------                          ----------   ---------   -----------   ---------
<S>                                            <C>          <C>         <C>           <C>
Contractual settlements and legal
  contingencies..............................     $74         $  --         $65          $ 9
Severance and employee-related charges.......       7            --           5            2
Other charges................................      --            --          --           --
                                                  ---         -----         ---          ---
Total Merger-related and other charges.......     $81         $  --         $70          $11
                                                  ===         =====         ===          ===
</Table>

     As those matters identified as legal contingencies associated with
contractual settlements and other legal contingencies are resolved, any amounts
will be paid at that time. Any differences between amounts accrued and actual
payments will be reflected in results of operations as an adjustment to
Merger-related and other charges.

                                        4
<PAGE>
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3: BORROWINGS

<Table>
<Caption>
                                                              MARCH 31,   DECEMBER 31,
                                                                2002          2001
(DOLLARS IN MILLIONS)                                         ---------   ------------
<S>                                                           <C>         <C>
Current borrowings:
  Commercial paper..........................................   $    33       $  888
  Due to Qwest Capital Funding..............................     2,396        2,292
  Short-term notes and current portion of long-term
     borrowings.............................................       479          485
  Current portion of capital lease obligations..............       122          138
                                                               -------       ------
Total current borrowings....................................     3,030        3,803
                                                               -------       ------
Long-term borrowings:
  Long-term notes and bonds.................................     7,043        5,694
  Long-term capital lease obligations.......................        74           87
                                                               -------       ------
Total long-term borrowings..................................     7,117        5,781
                                                               -------       ------
Total borrowings............................................   $10,147       $9,584
                                                               =======       ======
</Table>

     Until February 2002, we maintained commercial paper programs to finance
short-term operating cash needs of the business. We and QCII also had a $4.0
billion syndicated credit facility to support commercial paper programs at both
Qwest and Qwest Capital Funding ("QCF"). As a result of reduced demand for QCF's
and our commercial paper, in February 2002 we borrowed the full amount allocated
to us under the syndicated credit facility of $1.0 billion and used most of the
proceeds to repay commercial paper. After repaying the commercial paper, we had
approximately $137 million of proceeds available to repay current maturities
under short-term notes, long-term borrowings and lease obligations.

     In March 2002, we amended the syndicated credit facility. As part of the
amendment, we (i) increased the maximum debt-to-Consolidated EBITDA ratio,
measured on a consolidated QCII basis, from 3.75-to-1 to 4.25-to-1 through the
quarter ending September 30, 2002, decreasing to 4.0-to-1 beginning December 31,
2002, and (ii) agreed to use a portion of net proceeds from future sales of
assets and capital market transactions, including the issuance of debt and
equity securities, to prepay the bank loan until the outstanding loan is $2.0
billion or less. "Consolidated EBITDA" as defined in the credit facility is a
measure of EBITDA that starts with QCII's net income and adds back certain
items, primarily those of a non-cash or a non-operating nature.

     In March 2002, we issued $1.5 billion in bonds with a ten-year maturity and
an 8.875% interest rate. Following the amendment of the syndicated credit
facility agreement, we paid approximately $608 million of the proceeds from our
March 2002 bond offering to reduce the total amount outstanding under the
syndicated credit facility. Following the repayment and a redistribution of
amounts outstanding between us and QCF which resulted in the application of
another $392 million of the proceeds from the bond offering to our debt
obligations, all of the syndicated credit facility outstanding as of March 31,
2002 was assigned to QCF. The remaining net proceeds from our bonds will be used
to repay our short-term obligations and currently maturing long-term borrowings.

     In February and March 2002, our credit ratings were lowered two levels to
BBB+ and Baa2 by Fitch Ratings ("Fitch") and Moody's Investor Service
("Moody's"), respectively, and one level to BBB by Standard and Poor's ("S&P").
These ratings in the case of Fitch are the third lowest level, and in the case
of S&P and Moody's, the second lowest level, of investment grade. The commercial
paper ratings for our commercial paper were also lowered to F-3, P-3 and A-3 by
Fitch, Moody's and S&P, respectively. See Note 10 for information on an
additional downgrade of our credit ratings by Fitch and S&P.

     We are currently in compliance with all financial covenants in our credit
facility and indentures as of the last measurement date.
                                        5
<PAGE>
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4: RELATED PARTY TRANSACTIONS

     During the first quarter of 2002, $627 million in dividends were paid to an
affiliate company and $100 million in dividends were accrued and will be paid in
the second quarter of 2002. Both transactions reduced our equity for the three
months ended March 31, 2002. Assets transferred to affiliates for the three
months ended March 31, 2002 and 2001 were $29 million and zero, respectively.

     We purchase various services from affiliated companies. We also provide
various services to affiliated companies. The amount paid and received for these
services is determined in accordance with the Federal Communications Commission
and state regulatory cost allocation rules, which prescribe various cost
allocation methodologies that are dependent upon the service provided.
Management believes that such cost allocation methods are reasonable. The total
cost of services purchased from affiliated companies was $468 million and $303
million for the three months ended March 31, 2002 and 2001, respectively. The
total amount of revenues derived from affiliated companies was $91 million and
$77 million for the three months ended March 31, 2002 and 2001, respectively.

     It is not practicable to provide a detailed estimate of the expenses that
would be recognized on a stand-alone basis. However, we believe that corporate
services, including those related to procurement, tax, legal and human services,
are obtained more economically through affiliates than they would be on a
stand-alone basis, since we absorb only a portion of the total costs.

NOTE 5: COMMITMENTS AND CONTINGENCIES

  Commitments

     Minimum Usage Requirements and Other Commitments.  We have agreements with
interexchange carriers ("IXCs") and third-party vendors that require us to
maintain minimum monthly and/or annual billings based on usage. We believe we
will meet substantially all minimum usage commitments. In the event that
requirements are not met, appropriate charges will be recorded. We have
reflected in our financial statements the financial impact of all current, unmet
minimum usage requirements.

     There have been no material changes in our commitments since December 31,
2001.

  Contingencies

     Litigation.  On July 23, 2001, we filed a demand for arbitration against
Citizens Communications Company ("Citizens") alleging that it breached
Agreements for Purchase and Sale of Telephone Exchanges dated as of June 16,
1999, between Citizens and U S WEST Communications, Inc., with respect to the
purchase and sale of exchanges in Arizona, Colorado, Idaho, Iowa, Minnesota,
Montana, Nebraska and Wyoming. The demand for arbitration was filed after
Citizens failed to close the exchange sales in violation of the terms of the
purchase agreements. Citizens, in turn, filed a demand for arbitration alleging
counter claims against us in connection with the sale of those same exchanges,
as well as exchanges located in North Dakota that we did sell to Citizens. In
the arbitration, we seek a determination that Citizens breached the agreements
and, as a result, we are entitled to draw down on a series of letters of credit
Citizens provided in connection with the transactions and other damages.
Citizens seeks a determination that we breached the agreements and, as a result,
Citizens is entitled to damages. This arbitration is still at a preliminary
stage.

     In August 2001, we filed a complaint in state court in Colorado against
Touch America, Inc. ("Touch America"). In response, also in August 2001, Touch
America filed a complaint against us in federal district court in Montana and
removed the Colorado court complaint to federal district court in Colorado.
Touch America has also filed answers and counterclaims in the Colorado lawsuit.
Touch America's complaint in Montana was dismissed on November 5, 2001, and
Touch America's motion for reconsideration was denied on December 17, 2001.
Touch America has also filed two complaints before the Federal Communications

                                        6
<PAGE>
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Commission ("FCC"). The disputes between us and Touch America relate to various
billing, reimbursement and other commercial disputes arising under agreements
entered into for the sale of QCII's interLATA (local access and transport area)
business in our local service area (Arizona, Colorado, Idaho, Iowa, Minnesota,
Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,
Washington and Wyoming) to Touch America on June 30, 2000. Touch America also
asserts that we have violated state and federal antitrust laws, the
Telecommunications Act of 1996 (the "Act") (including claims alleging that
QCII's sale of indefeasible rights of use is in violation of the Act) and our
Federal Communications Commission tariff. Each party seeks damages against the
other for amounts billed and unpaid and for other disputes. Discovery has begun
at the FCC. The court case is in a preliminary stage, general discovery has not
begun and no trial date has been set.

     We have also been named as a defendant in various other litigation matters.
We intend to vigorously defend these outstanding claims and the outstanding
claims specifically described above.

     Intellectual Property.  We frequently receive offers to take licenses for
patent and other intellectual rights, including rights held by competitors in
the telecommunications industry, in exchange for royalties or other substantial
consideration. We are also regularly the subject of allegations that our
products or services infringe upon various intellectual property rights, and
receive demands that we discontinue the alleged infringement. We normally
investigate such offers and allegations and respond appropriately, including
defending ourself vigorously when appropriate. There can be no assurance that,
if one or more of these allegations proved to have merit and involved
significant rights, damages or royalties, this would not have a material adverse
effect on us.

     Regulatory Matters.  On February 14, 2002, the Minnesota Department of
Commerce filed a formal complaint against us with the Minnesota Public Utilities
Commission alleging that we, in contravention of federal and state law, failed
to file interconnection agreements with the Minnesota Public Utilities
Commission relating to certain of our wholesale customers, and thereby allegedly
discriminating against other competitive local exchange carriers ("CLECs"). The
complaint seeks civil penalties related to such alleged violations between $50
million and $200 million. While a hearing has been held on this matter, the
administrative law judge on the matter has not yet ruled. Other states in the
local service area are looking into similar matters, including Arizona, New
Mexico and Iowa, each of which have initiated formal investigations, and further
proceedings may ensue in those and other states.

     We have other pending regulatory actions in local regulatory jurisdictions
which call for price decreases, refunds or both. These actions are generally
routine and incidental to our business.

     We have provided for certain of the above matters in our condensed
consolidated financial statements as of March 31, 2002. Although the ultimate
resolution of these claims is uncertain, we do not expect any material adverse
impacts as a result of the resolution of these matters.

NOTE 6: SEGMENT INFORMATION

     As of January 1, 2002, QCII changed its segment reporting to reflect the
way it currently manages its operations. Our operations are included in QCII's
consolidated results and in the following QCII operating segments: (1) business
services, (2) consumer services, (3) wholesale services and (4) network
services. The business services segment provides local telephone services,
wireless products and services, and data and Internet protocol ("IP") services
to retail business customers. The consumer services segment provides local
telephone services, wireless products and services, and data and IP services to
the consumer market. The wholesale services segment provides exchange access
services that connect customers to the facilities of IXCs and interconnection to
our telecommunications network to CLECs as well as local telephone services,
wireless products and services, and data and IP services to primarily the same
customers. The network services segment provides access to our
telecommunications network, including our information technologies, primarily

                                        7
<PAGE>
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

to our retail services and wholesale services segments. We generate revenue from
access to our network by leasing our telephone poles, primarily to other
telecommunications providers. We provide the majority of our services to more
than 25 million residential and business customers in our local service area.

     The following is a breakout of our segments, which we extracted from the
financial statements of QCII. The accounting policies used are the same as those
used in our condensed consolidated financial statements. Because significant
expenses of operating the business, consumer and wholesale services segments are
not allocated to such segments for QCII's decision making purposes, QCII
management does not believe the segment margins are representative of the actual
operating results of the segments for Qwest. The margin for the business,
consumer and wholesale services segments excludes network and corporate
expenses. The margin for the network services segment excludes corporate
expenses. The "Other" category includes unallocated corporate expenses and
revenues and certain revenues, expenses and capital expenditures of QCII which
are eliminated. Asset information by segment is not provided to our chief
operating decision-maker. The 2001 amounts have been restated to conform to the
changes in our segment reporting explained above. The condensed consolidated
financial statements of Qwest Corporation do not purport to represent nor should
be inferred to represent the financial position, results of operations, cash
flows or any measure, including adjusted EBITDA, of any assets or operations of
pre-merger U S WEST, Inc. other than the financial position, results of
operations and cash flows of U S WEST Communications, Inc. and its subsidiaries.

<Table>
<Caption>
                                   BUSINESS   CONSUMER   WHOLESALE   NETWORK              CONSOLIDATED
                                   SERVICES   SERVICES   SERVICES    SERVICES    OTHER       TOTAL
                                   --------   --------   ---------   --------   -------   ------------
                                                          (DOLLARS IN MILLIONS)
<S>                                <C>        <C>        <C>         <C>        <C>       <C>
THREE MONTHS ENDED
    MARCH 31,
2002
External revenues................   $1,545     $1,433     $1,021     $     8    $  (958)     $3,049
Margin(1)........................    1,105        987        879      (1,391)        --       1,580
Capital expenditures.............        2         32         --         878       (236)        676
2001
External revenues................    1,782      1,466      1,449           6     (1,584)      3,119
Margin(1)........................    1,365      1,005      1,306      (1,612)      (430)      1,634
Capital expenditures.............        1        160         --       2,755     (1,340)      1,576
</Table>

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

(1) Segment margin represents total revenues less employee-related and other
    operating expenses. Segment margin does not include non-recurring and
    non-operating items such as Merger-related and other charges. Segment margin
    does not represent cash flow for the periods presented and should not be
    considered an alternative to net earnings as an indicator of our operating
    performance or as an alternative to cash flows as a source of liquidity, and
    may not be comparable with segment margin as defined by other companies.

                                        8
<PAGE>
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A reconciliation from segment margin to income before income taxes follows:

<Table>
<Caption>
                                                               THREE MONTHS
                                                                   ENDED
                                                                 MARCH 31,
                                                              ---------------
                                                               2002     2001
(DOLLARS IN MILLIONS)                                         ------   ------
<S>                                                           <C>      <C>
Segment margin..............................................  $1,580   $1,634
Less:
  Depreciation and amortization.............................     763      674
  Merger-related and other charges..........................      --      114
  Total other expense -- net................................     180      139
                                                              ------   ------
Income before income taxes..................................  $  637   $  707
                                                              ======   ======
</Table>

NOTE 7: NON-CASH ACTIVITIES

     Supplemental disclosures of non-cash operating, investing and financing
activities are as follows:

<Table>
<Caption>
                                                              THREE MONTHS
                                                                  ENDED
                                                                MARCH 31,
                                                              -------------
                                                              2002    2001
(DOLLARS IN MILLIONS)                                         -----   -----
<S>                                                           <C>     <C>
Assets acquired through capital leases......................   $17    $ 50
Assets transferred to affiliates............................    29      --
Non-cash equity infusion to grantor trust...................    --     286
</Table>

     During the first quarter of 2001, we established an irrevocable grantor
trust (the "Trust") related to the payment of certain contingent obligations
which are included in our condensed consolidated balance sheets. QCII funded the
Trust with a non-cash equity infusion to us of $286 million.

NOTE 8: RESTRUCTURING

     During the fourth quarter of 2001, we approved a plan to further reduce
current employee levels, consolidate facilities and abandon certain capital
projects, terminate certain operating leases and recognize certain asset
impairments. In the fourth quarter of 2001, we recorded a restructuring charge
of $247 million to cover the costs associated with these actions. No additional
restructuring charges were recorded during the quarter ended March 31, 2002.

     A summary of the activity during the first quarter of 2002 relating to the
unpaid charges was as follows:

<Table>
<Caption>
                                               JANUARY 1,                             MARCH 31,
                                                  2002                                  2002
                                                BALANCE     PROVISION   UTILIZATION    BALANCE
(DOLLARS IN MILLIONS)                          ----------   ---------   -----------   ---------
<S>                                            <C>          <C>         <C>           <C>
Severance and employee-related charges.......     $179        $  --         $36         $143
Contractual settlements and legal
  contingencies..............................       29           --           3           26
                                                  ----        -----         ---         ----
  Total restructuring charges................     $208        $  --         $39         $169
                                                  ====        =====         ===         ====
</Table>

     During the quarter ended March 31, 2002, approximately 1,600 employees left
the business and have received or will receive benefits under the restructuring
plan. We anticipate that the majority of our charges will be paid by the end of
the current fiscal year. When matters are finalized, any differences between
amounts accrued and actual payments will be reflected in results of operations
as an adjustment to restructuring charges.

                                        9
<PAGE>
                               QWEST CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 9: NEW ACCOUNTING STANDARDS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." This statement addresses financial accounting and
reporting for intangible assets (excluding goodwill) acquired individually or
with a group of other assets at the time of their acquisition. It also addresses
financial accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. Intangible assets (excluding goodwill) acquired
outside of a business combination will be initially recorded at their estimated
fair value. If the intangible asset has a finite useful life, it will be
amortized over that life. Intangible assets with an indefinite life are not
amortized. Both types of intangible assets will be reviewed annually for
impairment and a loss recorded when the asset's carrying amount exceeds its
estimated fair value. The impairment test for intangible assets consists of
comparing the fair value of the intangible asset to its carrying value. Fair
value for goodwill and intangible assets is determined based upon discounted
cash flows and appraised values. If the carrying value of the intangible asset
exceeds its fair value, an impairment loss is recognized. Goodwill will be
treated similar to an intangible asset with an indefinite life. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001. As required, we
adopted SFAS No. 142 effective January 1, 2002. The adoption of SFAS No. 142 did
not have a significant impact on our consolidated financial statements.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the underlying asset. Once the obligation is ultimately
settled, any difference between the final cost and the recorded liability is
recognized as a gain or loss on disposition. As required, we will adopt SFAS No.
143 effective January 1, 2003. We are currently evaluating the impact this
pronouncement will have on our future consolidated financial results.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This pronouncement addresses how
to account for and report impairments or disposals of long-lived assets. Under
SFAS No. 144, an impairment loss is to be recorded on long-lived assets being
held or used when the carrying amount of the asset is not recoverable from its
expected future undiscounted cash flows. The impairment loss is equal to the
difference between the asset's carrying amount and estimated fair value. In
addition, SFAS No. 144 requires that long-lived assets to be disposed of by
other than a sale for cash are to be accounted for and reported like assets
being held or used, except the impairment loss is recognized at the time of
disposition. Long-lived assets to be disposed of by sale are to be recorded at
the lower of their carrying amount or estimated fair value (less costs to sell)
at the time the plan of disposition has been approved and committed to by the
appropriate company management. In addition, depreciation is to cease at the
same time. As required, we adopted SFAS No. 144 effective January 1, 2002. The
adoption of SFAS No. 144 did not have a significant impact on our consolidated
financial statements.

NOTE 10: SUBSEQUENT EVENTS

     On April 19, 2002, both Fitch and S&P reduced our credit ratings one level
to BBB and BBB-, respectively. The rating of BBB is the second lowest level of
investment grade for Fitch ratings, and BBB- is the lowest level of investment
grade for S&P ratings.

                                        10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     We have omitted certain information pursuant to General Instruction H(2).

     Special Note:  Certain statements set forth below under this caption
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. See "Special Note Regarding
Forward-Looking Statements" at the end of this Item 2 for additional factors
relating to such statements.

RESULTS OF OPERATIONS

  Three Months Ended March 31, 2002 Compared with the Three Months Ended March
  31, 2001

     A non-recurring item impacted net income in the first three months of 2001.
Results of operations for the three months ended March 31, 2002 and 2001
excluding the effect of this item in 2001 follows:

<Table>
<Caption>
                                                              THREE MONTHS
                                                                  ENDED
                                                                MARCH 31,
                                                              -------------
                                                              2002    2001       DECREASE
(DOLLARS IN MILLIONS)                                         -----   -----   --------------
<S>                                                           <C>     <C>     <C>     <C>
Net income..................................................  $391    $441    $ (50)   (11.3)%
Non-recurring items.........................................    --      70      (70)  (100.0)%
                                                              ----    ----    -----
Adjusted net income.........................................  $391    $511    $(120)   (23.5)%
                                                              ====    ====    =====
</Table>

     The non-recurring item represents an after-tax charge of $70 million for
the three months ended March 31, 2001 for charges associated with the
acquisition (the "Merger") of U S WEST, Inc. ("U S WEST") by Qwest
Communications International Inc. ("QCII").

     Adjusted net income for the three months ended March 31, 2002 decreased
$120 million or 23.5% over the same period in 2001. The decrease was primarily
due to declining local voice and intraLATA long-distance voice revenues, which
declined $92 million when comparing the first three months of 2002 to the same
period in 2001. We attribute this decline to competition and the weak economic
conditions in our local service area (Arizona, Colorado, Idaho, Iowa, Minnesota,
Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,
Washington and Wyoming) which resulted in a net decrease in the number of access
lines, higher depreciation expenses due to continued investment in our network
in 2001 and 2000 and higher interest expense from increased borrowings to
finance those investments. Switched access revenues also declined approximately
$53 million principally as a result of federal access reform that reduced the
rates we can collect for these services. Partially offsetting these revenue
decreases was growth of $78 million in sales of data, IP and wireless products
and services and a decrease in salaries and wages and payroll taxes of $109
million related to fewer employees in the first quarter of 2002 as compared to
the first quarter of 2001.

     The following sections provide a more detailed discussion of the changes in
revenues and expenses.

                                        11
<PAGE>

<Table>
<Caption>
                                                          THREE MONTHS
                                                              ENDED
                                                            MARCH 31,
                                                         ---------------    INCREASE
                                                          2002     2001    (DECREASE)   % CHANGE
(DOLLARS IN MILLIONS)                                    ------   ------   ----------   --------
<S>                                                      <C>      <C>      <C>          <C>
Operating revenues:
  Business services....................................  $1,000   $1,041     $ (41)        (3.9)%
  Consumer services....................................   1,329    1,306        23          1.8%
  Wholesale services...................................     708      761       (53)        (7.0)%
  Network services and other revenues..................      12       11         1          9.1%
                                                         ------   ------     -----
          Total operating revenues.....................   3,049    3,119       (70)        (2.2)%
                                                         ------   ------     -----
Operating expenses:
  Employee-related expenses............................     729      780       (51)        (6.5)%
  Other operating expenses.............................     740      705        35          5.0%
  Depreciation and amortization........................     763      674        89         13.2%
  Merger-related and other charges.....................      --      114      (114)      (100.0)%
                                                         ------   ------     -----
          Total operating expenses.....................   2,232    2,273       (41)        (1.8)%
                                                         ------   ------     -----
Operating income.......................................     817      846       (29)        (3.4)%
                                                         ------   ------     -----
Other expense -- net:
  Interest expense -- net..............................     166      147        19         12.9%
  Other expense (income) -- net........................      14       (8)       22        275.0%
                                                         ------   ------     -----
          Total other expense -- net...................     180      139        41         29.5%
                                                         ------   ------     -----
Income before income taxes.............................     637      707       (70)        (9.9)%
Provision for income taxes.............................     246      266       (20)        (7.5)%
                                                         ------   ------     -----
Net income.............................................  $  391   $  441     $ (50)       (11.3)%
                                                         ======   ======     =====
</Table>

  REVENUES

     Overview.  Qwest Corporation's ("Qwest" or "we" or "us" or "our") revenues
are generated from a variety of services and products. Business and consumer
services are derived principally from voice services such as local exchange
telephone services (or basic telephone service), enhanced service features (such
as Caller ID, Call Waiting, 3-Way Calling and Voice Mail), intraLATA (local
access and transport area) long-distance services, wireless products and
services, directory assistance and public telephone service. Also included in
business and consumer services revenues are retail advanced data and Internet
protocol ("IP") products and services. Advanced data products and services
include asynchronous transfer mode ("ATM"), frame relay, private line, customer
premise equipment ("CPE") and integrated services digital network ("ISDN"). IP
products consist primarily of dial-up Internet access and digital subscriber
line ("DSL"). Wholesale services revenues are derived primarily from network
transport, switching and billing services provided within our local service area
to interexchange carriers ("IXCs"), competitive local exchange carriers
("CLECs") and wireless carriers. Network transport and switching services relate
to use of our local network to connect customers to their long-distance
networks. Wholesale services revenues are also derived from sales of products
and services such as local voice, data, IP and wireless. Network services
revenues are derived primarily from our leasing of telephone poles. Other
revenues include sub-lease rentals and other miscellaneous revenue items.

     Total revenues.  Total revenues for the three months ended March 31, 2002
were $3.049 billion compared to $3.119 billion for the same period in 2001, a
decrease of $70 million. The decrease was primarily due to a decline of
approximately $66 million in total local voice revenues to $1.641 billion from
$1.707 billion for the three months ended March 31, 2002 and 2001, respectively.
Total local voice revenues were impacted by a decline of approximately 526,000
access lines from the end of the first quarter of 2001 as compared to the end of
the first quarter of 2002, a decrease of 3%. Total intraLATA long-distance voice
revenues also decreased $26 million to $47 million from $73 million for the
three months ended March 31, 2002 and 2001, respectively, which was primarily
the result of a net decrease in the number of access lines. Both the local

                                        12
<PAGE>

voice revenue and intraLATA long-distance revenue decreases were significantly
impacted by continued weakness in the regional economy and telecommunications
industry, ongoing competitive pressures from other telecommunications services
providers in our local service area and technology displacement. Switched access
revenues also declined approximately $53 million principally as a result of
federal access reform that reduced the rates we can collect for these services.

     Partially offsetting the items contributing to the decrease in total
revenue was growth in sales of data, IP and wireless products and services. Data
and IP services revenues increased by approximately $36 million for the quarter
ended March 31, 2002 as compared to the quarter ended March 31, 2001 and
represented approximately 18% of our total revenues in 2002 as compared to 17%
in 2001. Increases in private line, ISDN, ATM and dial-up Internet access
contributed to the growth in total data and IP revenues. In addition, the number
of DSL customers grew to approximately 464,000 at the end of the first quarter
of 2002, up 52% over the comparable quarter of 2001. Wireless products and
services revenues in the first quarter of 2002 grew by approximately $42 million
or 28% over the three months ended March 31, 2001. We added over 200,000
wireless customers since the first quarter of 2001 and our monthly revenue per
customer increased from $50.00 to $51.00 for the three months ended March 31,
2001 and 2002, respectively. However, our net number of subscribers for the
first quarter of 2002 remained relatively flat when compared to the number of
subscribers at December 31, 2001. We have made a strategic decision to focus on
our margins and cash flows in our wireless business through continued focus on
our jointly marketed wireless and wireline service offerings. The monthly
revenue per customer declined from the end of 2001 and reflects the changes in
some of our calling plans where we are now including higher amounts of minutes
in response to competitive pressures.

     Through the remainder of 2002, we anticipate generating incremental
revenues from increased capacity and performance from our existing sales
channels, improved customer win-back and retention efforts, continued
implementation of existing dial-up Internet access contracts and interLATA
long-distance entry in our local service area.

     Business services revenues.  Business services revenues are derived from
sales of voice, IP, data, and wireless products and services to retail business
customers. Business services revenues were $1 billion for the three months ended
March 31, 2002 compared to $1.041 billion for the same period in 2001. The
decrease was primarily attributable to declines of approximately $59 million in
local voice services revenues and $6 million in intraLATA long-distance voice
services revenues resulting from a weak regional economy, increased competition
from various telecommunications providers and technology displacement. Included
in the $59 million decrease was a decline in basic local telephone service
revenues of $40 million for the first quarter of 2002 as compared to the first
quarter of 2001 as a result of the weak regional economy and increased
competition. Partially offsetting the items contributing to the decrease in
business services revenues was increased revenues of $33 million from affiliate
transactions (such as wireless, access and local voice services charges billed
to affiliates) and sales of wireless, data and IP products and services
including private line, ATM, ISDN, dial-up Internet access and DSL. We believe
revenues from data products and services will account for an increasingly larger
portion of business services revenue in future periods.

     Consumer services revenues.  Consumer revenues are derived from sales of
voice, IP, data and wireless products and services to the consumer market.
Consumer services revenues for the first three months of 2002 were $1.329
billion compared to $1.306 billion for the first three months in 2001. The
increase is primarily attributable to an increase in our residential wireless
revenues of $39 million from $132 million for the first quarter of 2001 to $171
million for the first quarter of 2002. The change was due to growth in the
number of subscribers resulting in increased sales of wireless products and
services as the average revenue per subscriber remained relatively flat,
increasing from $50.00 per month in the first quarter of 2001 to approximately
$51.00 per month in the first quarter of 2002. We expect our wireless subscriber
growth in 2002 to continue to be impacted by a weak economy and competitive
pressures. Data and IP revenues also increased approximately $22 million
primarily due to higher sales of DSL and dial-up Internet access services.
Partially offsetting these increases was a decrease in local voice and intraLATA
long-distance voice products and services as a result of the weak economy,
competitive losses and technology displacement. A decline in our access lines of
472,000 and reduced consumption of our enhanced service features (such as Caller
ID, Call Waiting, 3-Way Calling and Voice Mail) contributed to a decrease of $62
million, which was partially offset
                                        13
<PAGE>

by an increase of $46 million in sales of combined feature packages such as
Custom Choice(SM) and jointly marketed services such as Total Package(SM). A
decrease in intraLATA long-distance revenues of $19 million was caused by a net
decrease in the number of access lines.

     Wholesale services revenues.  Wholesale services revenues are derived from
network transport, switching and billing services provided within our local
service area to IXCs, CLECs and wireless carriers. We also provide wholesale
products and services such as voice, IP, data and wireless products and services
primarily to the same telecommunications customers. Wholesale services revenues
were $708 million and $761 million for the three months ended March 31, 2002 and
2001, respectively. The decrease was primarily attributable to a decline in
switched access revenues of approximately $42 million principally as a result of
federal access reform that reduced the rates we can collect for these services.
These reduced rates were somewhat offset by increased subscriber line charges
("SLCs"). We believe both of these trends will continue. Wholesale services
revenues also declined by $20 million due to a drop in co-location and billing
and collection revenues resulting from a reduction in the number of
telecommunications providers caused by weakness in the telecommunications sector
of the economy. Finally, our wholesale services revenues were also impacted to a
limited extent by our decision to increase prices on certain services to improve
profitability. This had the effect of reducing the number of minutes of use by
customers who purchased those services.

     Network services and other revenues.  Network services revenues are
generated primarily by leases of telephone poles. Other revenues are derived
principally from our leasing of office space and other miscellaneous revenues.
Network services and other revenues remained relatively flat at $12 million for
the first quarter of 2002 compared to $11 million for the first quarter of 2001.

  OPERATING EXPENSES

     Employee-related expenses.  Employee-related expenses include salaries and
wages, benefits, payroll taxes and fees for independent contractors.

     Employee-related expenses decreased by $51 million in the three months
ended March 31, 2002 as compared to the three months ended March 31, 2001. The
decline was primarily due to fewer employees as a result of the Merger and an
internal operating reorganization of certain employees (discussed below in other
operating expenses), which decreased salaries and wages and payroll taxes by
approximately $109 million. Partially offsetting these decreases in
employee-related expenses was a reduction in the pension credit (net of other
post-retirement benefits) of approximately $61 million resulting from the
volatile equity market conditions in 2001 and 2000, scheduled pension benefit
increases required under union contracts and rising health care rates (relating
to post-retirement benefits).

     In April 2002, QCII announced that it expects to reduce its current
workforce by an additional 2,000 employees through attrition, continued business
process improvements and layoffs. A significant portion of this reduction should
affect us. These actions are a result of continuing weakness in both the
telecommunications sector and the regional economy in our 14-state local service
area, as well as increased competitive pressure. Although we do not expect to
incur any significant costs associated with these actions and do not expect to
record any charges in our condensed consolidated financial statements, no such
assurances can be given.

     Other operating expenses.  Other operating expenses include access charges
paid to carriers for the routing of local and long-distance traffic to their
facilities, taxes other than income taxes, uncollectible expenses and other
selling, general and administrative costs. The increase in other operating
expenses for the three months ended March 31, 2002 of $35 million as compared to
the same period in 2001, was primarily attributable to an increase of $28
million in uncollectible expenses to cover slow-paying and non-paying customers
due to weak economic conditions in our local service area. Affiliate expenses
also increased primarily as a result of an internal operating reorganization. In
March 2001, several employee groups (such as executive management, sales and
marketing, product planning and systems technical support) moved from Qwest to
an affiliate subsidiary of QCII in order to gain operational efficiencies and to
prepare for entry into the interLATA long-distance business. These costs were
previously captured in our employee-related expenses. After the reorganization,
these costs were billed back to us from the affiliate subsidiary and were

                                        14
<PAGE>

recorded in other operating expenses. The result is a shift in costs from
employee-related expenses to other operating expenses.

     The items contributing to the increase in other operating expenses were
offset by decreases in access expenses, advertising expenses and other general
and administrative costs. Lower access expenses were a result of the decline in
access revenues due to the weak regional economy. Decreases in advertising and
other general and administrative expenses were principally due to cost cutting
measures as a result of the Merger.

     Depreciation expense.  Depreciation expense increased $89 million for the
three months ended March 31, 2002 compared to the same period in 2001, due to
higher overall property, plant and equipment balances resulting from our capital
spending programs in 2001 and 2000.

     Merger-related and other charges.  There were no charges associated with
the Merger recorded in the three months ended March 31, 2002 because all costs
associated with the Merger had been incurred by June 30, 2001.

     Total other expense -- net.  Interest expense increased $19 million for the
three months ended March 31, 2002 over the comparable 2001 period. The increase
was primarily attributable to increased borrowings required to fund the 2001
capital improvements to our network. In addition, the current status of our
borrowing program has resulted in higher interest rates on new borrowings since
December 31, 2001. We incurred other expense of $14 million for the three months
ended March 31, 2002 compared to $8 million in other income earned for the three
months ended March 31, 2001. The increase in other expense of $22 million is
primarily due to a $39 million write-off of deferred costs associated with a
contract termination. Partially offsetting the increases in other expense for
the three months ended March 31, 2002, was an interest adjustment of $22 million
related to a federal tax settlement from prior years.

     Provision for income taxes.  The effective tax rate for the three months
ended March 31, 2002 of 38.6% was higher than the rate of 37.6% for the three
months ended March 31, 2001 due to changes in permanent differences and
investment tax credits. Permanent differences represent items whose accounting
treatment and tax treatment will never be the same (such as an accounting
expense that is not deductible for tax purposes).

  NET INCOME

     For the three months ended March 31, 2002, we generated net income of $391
million compared to net income of $441 million for the three months ended March
31, 2001. The decrease of $50 million was primarily due to declining local voice
and intraLATA long-distance voice revenues attributable to competition and the
weak economic conditions in our local service area (Arizona, Colorado, Idaho,
Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South
Dakota, Utah, Washington and Wyoming), higher depreciation due to continued
investment in our network and higher interest expense from increased borrowings
to finance those investments. Partially offsetting these decreases was growth in
sales of data, IP and wireless products and services and a decrease in
employee-related expenses related to fewer employees in the first quarter of
2002 as compared to the first quarter of 2001.

RECENT REGULATORY DEVELOPMENTS

     As a general matter, we are subject to substantial regulation, including
requirements and restrictions arising under the Telecommunications Act of 1996
(the "1996 Act") and state utility laws, and the rules and policies of the
Federal Communications Commission ("FCC"), state Public Utility Commissions
("PUCs") and other governmental entities. This regulation, among other matters,
currently prohibits us (with certain exceptions) from providing retail or
wholesale interLATA telecommunications services within our local service area,
and governs the terms and conditions under which we provide services to our
customers (including competing CLECs, wireless service providers and IXCs in our
local service area).

     Interconnection.  The FCC is continuing to interpret the obligations of
incumbent local exchange carriers ("ILECs") under the 1996 Act to interconnect
their networks with, and make unbundled network elements available to, CLECs.
These decisions establish our obligations in our local service area, and our
rights when we compete outside of our local service area. In January 2002, the
FCC released its Triennial
                                        15
<PAGE>

Review of Unbundled Network Elements in which it seeks to ensure that the
framework established in the 1996 Act remains current given advances in
technology and developments in the markets for telecommunications services. The
outcome of this proceeding may affect our current obligations regarding sharing
our network with our competitors. In addition, state commissions continue to
review our pricing pursuant to applicable FCC rules. We currently have open
dockets on the pricing of interconnection and unbundled network elements in 13
of the 14 states in which we operate as an ILEC.

     Access Pricing.  The FCC has initiated a number of proceedings that
directly affect the rates and charges for access services that we sell or
purchase. It is expected that these proceedings and related implementation of
resulting FCC decisions will continue through 2002.

     On May 31, 2000, the FCC adopted the access reform and universal service
plan developed by the Coalition for Affordable Local and Long-Distance Service
("CALLS"). The adoption of the CALLS proposal resolved a number of outstanding
issues before the FCC. The CALLS plan has a five-year life and provides for the
following: elimination of the residential presubscribed interexchange carrier
charge; increases in subscriber line charges; reductions in switched access
usage rates; the removal of certain implicit universal service support from
access charges and direct recovery from end users; and commitments from
participating IXCs to pass through access charge reductions to end users. We
have opted into the five-year CALLS plan.

     InterLATA Long-Distance Entry.  Several Regional Bell Operating Companies
("RBOCs") have filed for and received permission to enter into the interLATA
long-distance business in several states. Although many of these applications
have been supported by state PUCs, the FCC had rejected all applications until
December 1999.

     We have filed applications with all of our local service area state PUCs
for support of our planned applications to the FCC for authority to enter the
interLATA long-distance business. Workshops and related proceedings are complete
in twelve of our fourteen local service area states, and hearings are underway
in the remaining two local service area states. We agreed to test operational
support systems ("OSS") on a regional basis in thirteen states, and testing of
those systems began in March 2001. Testing in Arizona was conducted separately,
and began in February 2001. OSS testing and review processes are in their final
stages, and state proceedings on our applications are in progress. We currently
plan to have filed for interLATA long-distance approval with the FCC for all
states in our local service area in the second or third quarter of 2002 and
expect to receive approval of the applications within 90 days of each filing.
However, there can be no assurance that we will be in a position to make these
applications to the FCC on our current schedule, or will obtain timely FCC
approval of these applications.

     Reciprocal Compensation for Internet service providers ("ISPs").  On April
27, 2001, the FCC issued an Order with regard to intercarrier compensation for
ISP bound traffic. The Order required carriers serving ISP bound traffic to
reduce reciprocal compensation rates over a 36-month period beginning with an
initial reduction to $0.0015 per minute of use and ending with a rate of $0.0007
per minute of use. In addition, a cap was placed on the number of minutes of use
on which the terminating carrier may charge such rates.

     On May 3, 2002, the U.S. Appeals Court, District of Columbia, remanded this
Order to the FCC for further proceedings and indicated the FCC may likely have
the authority to elect this type of reciprocal compensation rate scheme.

CONTINGENCIES

     We have certain pending legal and regulatory matters. You can find
information regarding such matters in Note 5 to the condensed consolidated
financial statements.

NEW ACCOUNTING STANDARDS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." This statement addresses financial accounting and
reporting for intangible assets (excluding goodwill) acquired individually or
with a group of other assets at the time of their acquisition. It also addresses
financial accounting and reporting
                                        16
<PAGE>

for goodwill and other intangible assets subsequent to their acquisition.
Intangible assets (excluding goodwill) acquired outside of a business
combination will be initially recorded at their estimated fair value. If the
intangible asset has a finite useful life, it will be amortized over that life.
Intangible assets with an indefinite life are not amortized. Both types of
intangible assets will be reviewed annually for impairment and a loss recorded
when the asset's carrying amount exceeds its estimated fair value. The
impairment test for intangible assets consists of comparing the fair value of
the intangible asset to its carrying value. Fair value for goodwill and
intangible assets is determined based upon discounted cash flows and appraised
values. If the carrying value of the intangible asset exceeds its fair value, an
impairment loss is recognized. Goodwill will be treated similar to an intangible
asset with an indefinite life. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. As required, we adopted SFAS No. 142
effective January 1, 2002. The adoption of SFAS No. 142 did not have a
significant impact on our consolidated financial statements.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the underlying asset. Once the obligation is ultimately
settled, any difference between the final cost and the recorded liability is
recognized as a gain or loss on disposition. As required, we will adopt SFAS No.
143 effective January 1, 2003. We are currently evaluating the impact this
pronouncement will have on our future consolidated financial results.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This pronouncement addresses how
to account for and report impairments or disposals of long-lived assets. Under
SFAS No. 144, an impairment loss is to be recorded on long-lived assets being
held or used when the carrying amount of the asset is not recoverable from its
expected future undiscounted cash flows. The impairment loss is equal to the
difference between the asset's carrying amount and estimated fair value. In
addition, SFAS No. 144 requires that long-lived assets to be disposed of by
other than a sale for cash are to be accounted for and reported like assets
being held or used, except the impairment loss is recognized at the time of the
disposition. Long-lived assets to be disposed of by sale are to be recorded at
the lower of their carrying amount or estimated fair value (less costs to sell)
at the time the plan of disposition has been approved and committed to by the
appropriate company management. In addition, depreciation is to cease at the
same time. As required, we adopted SFAS No. 144 effective January 1, 2002. The
adoption of SFAS No. 144 did not have a significant impact on our consolidated
financial statements.

FACTORS IMPACTING LIQUIDITY

     We are a wholly-owned subsidiary of QCII. As such, factors relating to or
affecting QCII's liquidity and capital resources could have a material impact on
us either due to perception in the market or due to provisions in certain of our
financing agreements. Because we meet the conditions set forth in general
Instruction H (1)(a) and (b) of Form 10-Q, however, we have prepared this
Quarterly Report on Form 10-Q on the basis of the reduced narrative disclosure
permitted under General Instruction H (2). As a result, we have not included
information relating to trends, demands, commitments, events or uncertainties
that are reasonably likely to materially impact our liquidity or capital
resources. We encourage you to review QCII's Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission on May 15, 2002, as the same
may be amended, for a detailed description of issues relating to liquidity and
capital resources that could affect our business. Also see Note 3 to the
condensed consolidated financial statements of Qwest for a discussion of certain
matters material to our liquidity and capital resources.

                                        17
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-Q contains or incorporates by reference "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 document or may be
incorporated by reference to other documents we will file with the SEC. You can
find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates," or similar expressions used in this
report or incorporated by reference in this report.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements.

     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 reliance on the
statements, which speak only as of the date of this report.

     Further, the information contained in this document or in a document
incorporated or deemed to be incorporated by reference herein is a statement of
our present intention and is based upon, among other things, the existing
regulatory environment, industry conditions, market conditions and prices, the
economy in general and our assumptions. We may change our intentions, at any
time and without notice, based upon any changes in such factors, in our
assumptions or otherwise.

RISK FACTORS IMPACTING FORWARD-LOOKING STATEMENTS

     The important factors that could prevent us from achieving our stated goals
include, but are not limited to, the following:

     - the duration and extent of the current economic downturn in our 14-state
       local service area, including its effect on our customers and suppliers;

     - any adverse outcome of the SEC's current inquiries into QCII's accounting
       policies, practices and procedures;

     - adverse results of increased review and scrutiny of QCII by regulatory
       authorities, media and others (including any internal analyses) of
       financial reporting issues and practices or otherwise;

     - QCII's cash needs, which are likely to consume much of our net income
       this year;

     - rapid and significant changes in technology and markets;

     - failure to achieve the projected synergies and financial results expected
       to result from QCII's acquisition of U S WEST, and difficulties in
       combining the operations of the combined company;

     - QCII's future ability to provide interLATA services within our 14-state
       local service area;

     - potential fluctuations in quarterly results;

     - intense competition in the markets in which we compete;

     - changes in demand for our products and services;

     - adverse economic conditions in the markets served by us;
                                        18
<PAGE>

     - 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;

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

     - adverse changes in the regulatory or legislative environment affecting
       our business;

     - adverse developments in commercial disputes or legal proceedings; and

     - changes in the outcome of future events from the assumed outcome included
       in our significant accounting policies described in our Annual Report on
       Form 10-K for the year ended December 31, 2001, as the same may be
       amended.

     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 analyst's expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this report or to reflect
the occurrence of unanticipated events. In addition, we make no representation
with respect to any materials available on the Internet, including materials
available on our website.

                                        19
<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Qwest and its subsidiaries are subject to claims and proceedings arising in
the ordinary course of business. For a discussion of these actions, see Note 5
to the condensed consolidated financial statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits filed for Qwest through the filing of this Form 10-Q:

<Table>
<Caption>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          (3.1)          -- Amended Articles of Incorporation of the Registrant filed
                            with the Secretary of State of Colorado on July 6, 2000,
                            evidencing change of Registrant's name from U S WEST
                            Communications, Inc. to Qwest Corporation (incorporated
                            by reference to Qwest Corporation's quarterly report on
                            Form 10-Q for the quarter ended June 30, 2000).
          (3.2)          -- Restated Articles of Incorporation of the Registrant.
                            (Incorporated herein by this reference to Exhibit 3a to
                            Form 10-K filed on April 13, 1998, File No. 1-3040.)
          (3.3)          -- Bylaws of the Registrant, as amended. (Incorporated
                            herein by this reference to Exhibit 3b to Form 10-K filed
                            on April 13, 1998, File No. 1-3040.)
          (4.1)          -- No instrument which defines the rights of holders of long
                            and intermediate term debt of the Registrant is filed
                            herewith pursuant to Regulation S-K, Item
                            601(b)(4)(iii)(A). Pursuant to this regulation, the
                            Registrant hereby agrees to furnish a copy of any such
                            instrument to the SEC upon request.
          (4.2)          -- 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).
          10.1           -- Purchase Agreement, dated as of March 7, 2002, among
                            Qwest Corporation and Credit Suisse First Boston
                            Corporation, Banc of America Securities LLC, Lehman
                            Brothers Inc., ABN AMRO Incorporated, Commerzbank Capital
                            Markets Corp. and First Union Securities, Inc. as
                            Representatives of the Initial Purchasers listed therein.
          10.2           -- Registration Rights Agreement, dated as of March 12,
                            2002, among Qwest Corporation and the Initial Purchasers
                            listed therein.
         (10.3)          -- Amended and Restated Credit Agreement, dated as of March
                            12, 2002, among Qwest Capital Funding, Inc., Qwest
                            Corporation, Qwest Communications International Inc. and
                            the banks listed therein (incorporated by reference to
                            Qwest Communications International Inc.'s Current Report
                            on Form 8-K, dated March 18, 2002, File No. 1-15577).
</Table>

                                       II-1
<PAGE>

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

( )  Previously filed.

     (b) Reports on Form 8-K:

          (i) On March 4, 2002, we filed a report on Form 8-K regarding the
     drawdown of $1 billion available to us under our share of the bank credit
     facility and the effect on our covenants and business.

          (ii) On March 6, 2002, we filed a report on Form 8-K regarding
     proposed amendments to our syndicated credit facility.

          (iii) On March 8, 2001, we filed a report on Form 8-K regarding an
     offering of $1.5 billion in debt.

          (iv) On March 11, 2002, we filed a report on Form 8-K regarding our
     expected March 12, 2002 completion date of an unregistered debt offering of
     $1.5 billion pursuant to Rule 144A and Regulation S under the Securities
     Act of 1933.

          (v) On March 12, 2002, we filed a report on Form 8-K regarding
     completion of our $1.5 billion debt offering.

          (vi) On March 18, 2002, we filed a report on Form 8-K regarding the
     amendment of the Qwest Communications International Inc. and Qwest Capital
     Funding, Inc. $4 billion unsecured bank agreement.

                                       II-2
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        QWEST CORPORATION

                                        By:     /s/ CHARLES A. JOSENHANS
                                           -------------------------------------
                                                   Charles A. Josenhans
                                                Vice President, Controller
                                                       and Treasurer
                                              (Principal Financial and Chief
                                                    Accounting Officer)

May 15, 2002

                                       II-3
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          (3.1)          -- Amended Articles of Incorporation of the Registrant filed
                            with the Secretary of State of Colorado on July 6, 2000,
                            evidencing change of Registrant's name from U S WEST
                            Communications, Inc. to Qwest Corporation (incorporated
                            by reference to Qwest Corporation's quarterly report on
                            Form 10-Q for the quarter ended June 30, 2000).
          (3.2)          -- Restated Articles of Incorporation of the Registrant.
                            (Incorporated herein by this reference to Exhibit 3a to
                            Form 10-K filed on April 13, 1998, File No. 1-3040.)
          (3.3)          -- Bylaws of the Registrant, as amended. (Incorporated
                            herein by this reference to Exhibit 3b to Form 10-K filed
                            on April 13, 1998, File No. 1-3040.)
          (4.1)          -- No instrument which defines the rights of holders of long
                            and intermediate term debt of the Registrant is filed
                            herewith pursuant to Regulation S-K, Item
                            601(b)(4)(iii)(A). Pursuant to this regulation, the
                            Registrant hereby agrees to furnish a copy of any such
                            instrument to the SEC upon request.
          (4.2)          -- 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).
          10.1           -- Purchase Agreement, dated as of March 7, 2002, among
                            Qwest Corporation and Credit Suisse First Boston
                            Corporation, Banc of America Securities LLC, Lehman
                            Brothers Inc., ABN AMRO Incorporated, Commerzbank Capital
                            Markets Corp. and First Union Securities, Inc. as
                            Representatives of the Initial Purchasers listed therein.
          10.2           -- Registration Rights Agreement, dated as of March 12,
                            2002, among Qwest Corporation and the Initial Purchasers
                            listed therein.
         (10.3)          -- Amended and Restated Credit Agreement, dated as of March
                            12, 2002, among Qwest Capital Funding, Inc., Qwest
                            Corporation, Qwest Communications International Inc. and
                            the banks listed therein (incorporated by reference to
                            Qwest Communications International Inc.'s Current Report
                            on Form 8-K, dated March 18, 2002, File No. 1-15577).
</Table>

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

( )  Previously filed.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d96297ex10-1.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>
<PAGE>
                               PURCHASE AGREEMENT

                                QWEST CORPORATION

                 $1,500,000,000 of 8 7/8% Notes due March 15, 2012

                                                                   March 7, 2002

Credit Suisse First Boston Corporation
Banc of America Securities LLC
Lehman Brothers Inc.
ABN AMRO Incorporated
Commerzbank Capital Markets Corp.
First Union Securities, Inc.

c/o Credit Suisse First Boston Corporation
11 Madison Avenue
New York, NY 10010-3629
As Representatives of the several Initial Purchasers
named in Schedule I hereto

Ladies and Gentlemen:

     Qwest Corporation, a Colorado corporation (the "COMPANY"), proposes to
issue and sell to the several Initial Purchasers listed in Schedule I hereto
(the "INITIAL PURCHASERS") for whom Credit Suisse First Boston Corporation, Banc
of America Securities LLC, Lehman Brothers Inc., ABN AMRO Incorporated,
Commerzbank Capital Markets Corp. and First Union Securities, Inc. are acting as
representatives (the "REPRESENTATIVES"), $1,500,000,000 of 8 7/8% Notes due
March 15, 2012 (the "SECURITIES"). The Securities will be issued pursuant to the
provisions of an Indenture, dated as of October 15, 1999 (the "INDENTURE"),
between the Company and Bank One Trust Company, National Association, as trustee
(the "TRUSTEE").

     Holders of the Securities (including the Initial Purchasers and their
direct and indirect transferees) will be entitled to the benefits of a
Registration Rights Agreement, dated as of March 12, 2002, among the Company and
the Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which
the Company will agree, among other things, to file with the Securities and
Exchange Commission (the "COMMISSION") a registration statement (the
"REGISTRATION STATEMENT") pursuant to the Securities Act of 1933, as amended
(the "SECURITIES Act") covering the offer to exchange the Securities for
securities with terms identical in all material respects to the Securities and
to use its reasonable best efforts to cause the Registration Statement to be
declared effective within the time periods and subject to the terms and
conditions specified therein.

<PAGE>

     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.

     In connection with the sale of the Securities, the Company has prepared an
offering memorandum dated March 7, 2002 (the "OFFERING MEMORANDUM"), for the
information of the Initial Purchasers and for delivery to prospective purchasers
of the Securities. The term Offering Memorandum shall be deemed to mean and
include documents incorporated by reference therein. All references in this
Agreement to financial statements and schedules and other information which is
"contained," "included," "stated" or "given" in the Offering Memorandum (or
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Offering Memorandum.

     The Company hereby agrees with the Initial Purchasers as follows:

     1. 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 96.1054% of their principal amount, plus accrued
interest, if any, from March 12, 2002 to the date of payment and delivery.

     2. The Company understands that the Initial Purchasers intend (i) to offer
privately pursuant to Rule 144A ("RULE 144A") and pursuant to Regulation S
("REGULATION S"), each under the Securities Act, 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.

     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. Each Initial
Purchaser hereby severally makes to the Company the following representations
and agreements:

               (i) it is a "qualified institutional buyer" ("QIB") within the
          meaning of Rule 144A under the Securities Act ("RULE 144A") and an
          "accredited investor" as defined in Regulation 501 promulgated under
          the Securities Act; and


                                       2
<PAGE>

               (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 whom it
          reasonably believes to be (x) in the case of offers inside the United
          States, "qualified institutional buyers" within the meaning of Rule
          144A and (y) in the case of offers outside the United States, to
          persons other than U.S. persons, as defined under Regulation S
          ("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.

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

               (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 Regulation S 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 and the Delivery Date (as defined in Section 3 below), only
          in accordance with Rule 903 of Regulation S. Accordingly, neither such
          Initial Purchaser, nor any of its Affiliates, as defined under
          Regulation S-X under the Securities Act, nor any persons acting on its
          behalf has engaged or will engage in


                                       3
<PAGE>

          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 (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 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.

     3.   (a) Delivery of and payment for the Securities shall be made at the
offices of Debevoise & Plimpton, 919 Third Avenue, New York, New York 10022, at
10:00 a.m., New York City time, on March 12, 2002, which date and time may be
postponed by agreement between the Initial Purchasers and the Company (such date
and time of delivery and payment for the Securities being referred to herein as
the "DELIVERY DATE"). Delivery of the Securities by the Company shall be made to
the Initial Purchasers against payment of the Purchase Price by the Initial
Purchasers; and payment for the Securities by the Initial Purchasers shall be
made against delivery to the Initial Purchasers of the Securities as set forth
below and effected either by wire transfer of immediately available funds to an
account with a bank, the account number and the ABA number for such bank to be
provided by the Company to the Initial Purchasers at least two business days in
advance of the Delivery Date, or by such other manner of payment as may be
agreed by the Company and the Initial Purchasers.

          (b) The Company will deliver against payment of the Purchase Price the
     Securities initially sold to QIBs, in the form of one or more permanent
     global certificates (the "GLOBAL SECURITIES"), registered in the name of
     Cede & Co., as


                                       4
<PAGE>

     nominee for The Depository Trust Company ("DTC") and with respect to
     Securities to be resold to foreign purchasers by the Initial Purchasers, in
     the form of one or more Regulation S global notes (collectively, the
     "REGULATION S GLOBAL SECURITIES" and, together with the Restricted Global
     Securities, the "GLOBAL SECURITIES") 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, registered in the
     name of Cede & Co., as nominee for DTC. Beneficial interests in the
     Securities initially sold to QIBs and foreign purchasers will be shown on,
     and transfers thereof will be effected only through, records maintained in
     book-entry form by DTC and its participants. The Global Securities will be
     made available, at the request of any Initial Purchaser, for checking at
     least 24 hours prior to such Delivery Date.

          (c) Time shall be of the essence, and delivery at the time and place
     specified pursuant to this Agreement is a further condition of the
     obligations of each Initial Purchaser hereunder.

     4.   The Company represents and warrants to each Initial Purchaser that:

          (a) the Offering Memorandum will not, in the form used by the Initial
     Purchasers to confirm sales of the Securities and as of the Delivery 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;

          (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;


                                       5
<PAGE>

          (c) (i) neither the Company, nor any of its subsidiaries, (x) is in
     violation of its charter or by-laws, or (y) is in violation in any material
     respect of any law, ordinance, governmental rule, regulation or court
     decree to which it or its property or assets may be subject or has failed
     to obtain any material license, permit, certificate, franchise or other
     governmental authorization or permit necessary to the ownership of its
     property or to the conduct of its business; or (ii) neither the Company,
     nor any of its subsidiaries, nor, to the extent it could reasonably be
     expected to result in or cause a Material Adverse Effect (as defined
     below), Qwest Communications or any of its subsidiaries, is in default in
     any material respect, and no event has occurred which, with notice or lapse
     of time or both, would constitute such a default, in the due performance or
     observance of any term, covenant or condition contained in any indenture,
     mortgage, deed of trust, loan agreement or other agreement or instrument to
     which it is a party or by which it is bound or to which any of its
     properties or assets is subject, and which, in the case of Qwest
     Communications and its subsidiaries only, is filed or incorporated by
     reference as an exhibit to any of Qwest Communications' Incorporated
     Documents. As used herein, "MATERIAL ADVERSE EFFECT" means any material
     adverse change in or effect on the financial condition or results of
     operations of the Company and its subsidiaries, taken as a whole.

          (d) the financial statements of each of the Company and Qwest
     Communications, together with the related schedules and notes thereto,
     included and incorporated by reference in the Offering Memorandum present
     fairly the consolidated financial position of the Company and Qwest
     Communications respectively and their respective consolidated subsidiaries
     as of the dates indicated and the statements of operations, shareowners'
     equity and cash flows of the Company and Qwest Communications respectively
     and their respective consolidated subsidiaries for the periods specified;
     and said financial statements have been prepared in conformity with
     generally accepted accounting principles and practices applied on a
     consistent basis throughout the periods involved.

          (e) since the respective dates as of which information is given in the
     Offering Memorandum, except as otherwise stated therein, (A) there has been
     no event or circumstance with respect to the Company and its subsidiaries
     or Qwest Communications and its subsidiaries that could reasonably be
     expected to constitute or result in a Material Adverse Effect (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, and (C) there has been no dividend or distribution of any kind
     declared, paid or made by the Company on any class of its capital stock,
     except a dividend of an aggregate of $627,000,000.


                                       6
<PAGE>

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

          (g) 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 it 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);

          (h) 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 therein may be limited by applicable Federal or state laws or the
     public policy underlying such laws;

          (i) the Securities have been duly authorized and, at the Delivery
     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;

          (j) the Exchange Notes (as defined in the Registration Rights
     Agreement) have been duly authorized 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,


                                       7
<PAGE>

     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;

          (k) as of the Delivery Date, the Securities, the Exchange Notes, the
     Indenture and the Registration Rights Agreement will conform in all
     material respects to the respective statements relating thereto contained
     in the Offering Memorandum;

          (l) 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 their
     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, Qwest Communications or any of their 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, Qwest Communications or any of their
     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 subsidiary of the Company 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 the
     Company or any subsidiary of the Company 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 subsidiary of the Company (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 subsidiary of the Company;


                                       8
<PAGE>

          (m) other than as set forth 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, Qwest
     Communications or any of their subsidiaries is a party or to which the
     assets, properties or operations of the Company, Qwest Communications or
     any of their 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 and its subsidiaries of their
     respective obligations hereunder or thereunder;

          (n) 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 Guarantor 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;

          (o) 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;

          (p) none of the Company or any of its affiliates (as defined in Rule
     501(b) of Regulation D) 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 of Regulation S, and the Company, any affiliate of the
     Company and any person


                                       9
<PAGE>

     acting on its or their behalf has complied with and will implement the
     "offering restrictions" requirements of Regulation S;

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

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

          (s) 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.

     5.   The Company covenants and agrees with each of 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) nine 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


                                       10
<PAGE>

     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 to time, such other 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 Delivery 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 heading "Use of Proceeds";

          (h) to furnish 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, stockholders' equity and cash flows of the
     Company and its consolidated subsidiaries certified by independent public
     accountants) and, as soon as practicable 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;

          (i) during the period of two years after the Delivery Date, the
     Company will not, and will not permit any of its controlled "affiliates"
     (as defined in Rule 144 under the Securities Act) to, resell any of the
     Securities which


                                       11
<PAGE>

     constitute "restricted securities" under Rule 144 that have been reacquired
     by any of them;

          (j) 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) incident to
     the preparation, issuance, execution, authentication and delivery of the
     Securities, including any expenses of the Trustee, (ii) incident to the
     preparation, printing and distribution of the Offering Memorandum
     (including all exhibits, amendments and supplements thereto), (iii)
     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, (iv) in
     connection with the approval for trading of the Securities on any
     securities exchange or inter-dealer quotation system, if so requested, (v)
     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 shipping, as herein provided, (vi)
     payable to rating agencies in connection with the rating of the Securities,
     if applicable, and (vii) any expenses incurred by the Company in connection
     with a "road show" presentation to potential investors;

          (k) 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);

          (l) 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;

          (m) neither the Company nor any of its affiliates (as defined in Rule
     501(b) of Regulation D under the Securities Act) or any person acting on
     behalf


                                       12
<PAGE>

     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;

          (n) neither the Company nor any of its affiliates (as defined in Rule
     144(a)(1) under the Securities Act) nor 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; and

          (o) neither the Company nor any of its affiliates (as defined in
     Regulation 501(b) of Regulation D under the Securities Act) nor 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.

     6.   The several obligations of the Initial Purchasers hereunder to
purchase the Securities on the Delivery Date are subject to the performance by
the Company of its obligations hereunder and to the following additional
conditions:

          (a) the representations and warranties of the Company contained herein
     are true and correct on and as of the Delivery Date as if made on and as of
     the Delivery Date, the statements of the officers of the Company made
     pursuant to Section 6(d) hereof are true and correct and the Company shall
     have complied with all agreements and all conditions on its part to be
     performed or satisfied hereunder at or prior to the Delivery Date;

          (b) except as previously disclosed to the Initial Purchasers by the
     Company in writing prior to the execution of this Agreement, there shall
     not have occurred any downgrading, nor shall any notice have been given of
     (i) any downgrading, (ii) any intended or potential downgrading or (iii)
     any review or possible change that does not indicate an improvement, in the
     rating accorded any debt securities of or guaranteed by the Company or
     Qwest Communications by any "nationally recognized statistical rating
     organization", as such term is defined for purposes of Rule 436(g)(2) under
     the Securities Act;


                                       13
<PAGE>

          (c) since the respective dates as of which information is given in the
     Offering Memorandum, there shall not have been any change in the financial
     condition of the Company and its subsidiaries, taken as a whole, or Qwest
     Communications 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, or Qwest Communications and its subsidiaries, taken as a whole,
     otherwise than as set forth or contemplated in the Offering Memorandum as
     of March 7, 2002, the effect of which is, in the judgment of the
     Representatives, so material and adverse as to make it impracticable or
     inadvisable to proceed with the offering or the delivery of the Securities
     on the Delivery Date on the terms and in the manner contemplated in the
     Offering Memorandum;

          (d) the Representatives shall have received on and as of the Delivery
     Date a certificate of the President, any Vice President, the Treasurer, any
     Assistant Treasurer or the Associate General Counsel 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 correct as if made at and as of the Delivery
     Date, that the Company has complied in all material respects with all
     agreements and satisfied all conditions on its part to be performed or
     satisfied hereunder at or prior to the Delivery Date and that, since the
     respective dates as of which information is given in the Offering
     Memorandum, (x) 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, and (y) there has been no change in the financial
     condition or results of operations of Qwest Communications and its
     subsidiaries, taken as a whole, that could reasonably be expected to result
     in or constitute a Material Adverse Effect, except as set forth in or
     contemplated by the Offering Memorandum as of March 7, 2002;

          (e) Holme Roberts & Owen LLP shall have furnished to the Initial
     Purchasers their written opinion, dated the Delivery Date, in form and
     substance satisfactory to the Initial Purchasers, to the effect that:

               (i) 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 own, lease and operate its
          properties and to carry on its business as now being conducted.

               (ii) 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
          executed and delivered by the Company.


                                       14
<PAGE>

               (iii) The execution, delivery and performance of the Indenture by
          the Company has been duly authorized by all necessary corporate action
          on the part of the Company, and the Indenture has been duly executed
          and delivered by the Company.

               (iv) The Registration Rights Agreement has been duly authorized
          by all necessary corporate action on the part of the Company, and the
          Registration Rights Agreement has been duly executed and delivered by
          the Company.

               (v) The Securities have been duly authorized by all necessary
          corporate action on the part of the Company.

               (vi) The Exchange Notes (as defined in the Registration Rights
          Agreement) have been duly authorized by all necessary corporate action
          on the part of the Company.

          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.

          The opinion of Holme Roberts & Owen LLP described above shall be
     rendered to the Initial Purchasers at the request of the Company and shall
     so state therein.

          (f) O'Melveny & Myers LLP shall have furnished to the Initial
     Purchasers their written opinion, dated the Delivery Date, in form and
     substance satisfactory to the Initial Purchasers, to the effect that:

               (i) The Indenture constitutes the legally valid and binding
          obligation of the Company, enforceable against the Company in
          accordance with its terms, except as may be limited by bankruptcy,
          insolvency, reorganization, moratorium or similar laws relating to or
          affecting creditor's 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.

               (ii) The Securities, when duly executed and authenticated in the
          manner contemplated by the Indenture and issued and delivered to the
          Initial Purchasers against payment therefor in accordance with the
          provisions hereof, will be legally valid and binding obligations of
          the


                                       15
<PAGE>

          Company entitled to the benefits of the Indenture, 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 creditor's 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.

               (iii) The Exchange Securities, 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 be legally valid and binding 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 affecting
          creditor's 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.

               (iv) The Registration Rights Agreement constitutes the legally
          valid and binding obligation of the Company, enforceable against the
          Company in accordance with its terms, except as may be limited by
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          relating to or affecting creditor's 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,
          and except that no opinion is expressed with respect to the provisions
          contained in [Section 4] of the Registration Rights Agreement.

               (v) No order, consent, permit or approval of or filing with any
          federal governmental authority is required on the part of the Company
          for the execution and delivery of this Agreement, 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
          applicable blue sky or state securities laws.


                                       16
<PAGE>

               (vi) The statements in the Offering Memorandum under the headings
          "Description of Notes", "Exchange Offer; Registration Rights" and
          "Notice to Investors", insofar as they summarize provisions of the
          Indenture or the Securities or constitute a summary of certain
          provisions of the documents referred to therein, fairly summarize the
          matters referred to therein.

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

               (viii) Based upon the representations, warranties and agreements
          of the Company in Sections 4(o), 4(p), 4(q), 5(m), 5(n), 5(o) and 6(a)
          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 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.

               (ix) The documents incorporated by reference in the Offering
          Memorandum, on the respective dates they were filed, appeared on their
          face to comply in all material respects with the requirements as to
          form for reports on Form 10-K, Form 10-Q, Form 8-K and Form 8-A, as
          the case may be, under the Exchange Act, as amended, and Form S-4
          under the Securities Act, and the related rules and regulations in
          effect at the respective dates of their filings, except that such
          counsel need express no opinion concerning the financial statements
          and other financial information contained or incorporated by reference
          therein.

          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 of Holme
     Roberts & Owen LLP without independent verification. Such counsel need
     express no opinion as to matters relating to the Federal Communications
     Commission or any state public utilities commission or similar authority
     for the Company or the Guarantor, as applicable.


                                       17
<PAGE>

          In addition, such counsel may state that in connection with such
     counsel's participation in conferences in connection with the preparation
     of the Offering Memorandum, such counsel has not independently verified the
     accuracy, completeness or fairness of the statements contained or
     incorporated therein, and the limitations inherent in the examination made
     by such counsel and the knowledge available to such counsel are such that
     such counsel is unable to assume, and does not assume, any responsibility
     for such accuracy, completeness or fairness (except as otherwise
     specifically stated in paragraph (vii) above). However, such counsel shall
     state that on the basis of such counsel's review of the Offering Memorandum
     and the documents incorporated by reference therein and their participation
     in conferences in connection with the preparation of the Offering
     Memorandum, such counsel does not believe that the Offering Memorandum and
     the documents incorporated therein, considered as a whole, as of its issue
     date or on the date of the opinion, contained any untrue statement of a
     material fact or omitted to state a material fact necessary in order to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading. However, such counsel need express no opinion or
     belief as to the financial statements and other financial information
     contained or incorporated by reference in the Offering Memorandum or in the
     documents incorporated therein by reference.

          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").

          The opinion of O'Melveny & Myers LLP described above shall be rendered
     to the Initial Purchasers at the request of the Company and shall so state
     therein.

          (g) Yash A. Rana, Esq., Associate General Counsel for the Company
     shall have furnished to the Initial Purchasers his written opinion, dated
     the Delivery Date, in form and substance satisfactory to the Initial
     Purchasers, to the effect that:

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

               (ii) 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


                                       18
<PAGE>

          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 such counsel.

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

               (iv) The execution, delivery and performance of this Agreement
          and the Registration Rights Agreement by the Company will not (A)
          violate the charter or bylaws of the Company, or (B) violate, breach
          or result in a default under any material contract, indenture,
          mortgage, loan agreement, note, lease or other material agreement
          known to such counsel to which the Company or Qwest Communications is
          a party or to which any of their respective properties or assets are
          subject (except for such violations, loans and defaults as could not
          reasonably be expected to result in a Material Adverse Effect);
          provided that such counsel need express no opinion as to the effect of
          the Company's performance of its obligations under this Agreement or
          the Registration Rights Agreement on the compliance by the Company or
          Qwest Communications with financial covenants in any such contract,
          indenture, mortgage, loan agreement, note, lease or other agreement.

               (v) To such counsel's knowledge, neither the Company nor any of
          its subsidiaries is in violation of its charter or bylaws.

          Such counsel may state that is does not address the impact of the
     opinions contained therein on any litigation or ruling relating to the
     Divestiture. Such counsel need express no opinion with respect to matters
     relating to the Federal Communications Commission or state public utilities
     commissions for the Company.


                                       19
<PAGE>

          (h) Hogan & Hartson L.L.P. shall have furnished to the Initial
     Purchasers their written opinion, dated the Delivery Date, in form and
     substance satisfactory to the Initial Purchasers, to the effect that no
     consent, approval, authorization or other action by, or filing or
     registration with, any federal or state government authority (collectively,
     "GOVERNMENTAL ACTION") is required in connection with the execution and
     delivery by the Company of this Agreement or the issuance and sale of the
     Securities to the Initial Purchasers pursuant to the terms of this
     Agreement (collectively, the "SECURITIES Transaction"), provided that such
     counsel need express no opinion therein with respect to any Governmental
     Action that may be required that does not materially affect the validity of
     the Securities Transaction, and except for a pre-issuance filing with the
     State of Washington pursuant to RCW 80.08.040 (which filing has been made),
     and except for post-issuance filings with the States of Washington and
     Oregon, pursuant to WAC 480-146-340 and ORS 860-027-0032, respectively;

          (i) on the date of the issuance of the Offering Memorandum and also on
     the Delivery Date, Arthur Andersen LLP shall have furnished to the Initial
     Purchasers letters, dated the respective dates of delivery thereof, in form
     and substance satisfactory to the Representatives, containing statements
     and information of the type customarily included in accountants' "comfort
     letters" to underwriters with respect to the financial statements and
     certain financial information contained in the Offering Memorandum;

          (j) the Initial Purchasers shall have received on and as of the
     Delivery Date an opinion of Debevoise & Plimpton, counsel to the Initial
     Purchasers, with respect to the validity of the Indenture and the
     Securities, and such other related matters as the Initial Purchasers may
     reasonably request, and such counsel shall have received such papers and
     information as they may reasonably request to enable them to pass upon such
     matters;

          (k) the Initial Purchasers shall have received prior to the Delivery
     Date a copy of the Registration Rights Agreement, in 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
     Delivery Date; and

          (l) on or prior to the Delivery Date the Company shall have furnished
     to the Initial Purchasers such further certificates and documents as the
     Initial Purchasers shall reasonably request.

     7.   (a) The Company agrees to indemnify and hold harmless each Initial
Purchaser from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof to which that Initial Purchaser may
become subject, as incurred, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon,


                                       20
<PAGE>

(i) any untrue statement or alleged untrue statement of a material fact
contained in the Offering Memorandum or in any amendment or supplement thereto
and (ii) the omission or alleged omission to state in the Offering Memorandum or
in any amendment or supplement thereto, any material fact necessary to make the
statements therein, in 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 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 shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in the Offering
Memorandum, or in any such amendment or supplement, in reliance upon and in
conformity with the written information furnished to the Company through the
Representatives by or on behalf of any Initial Purchaser specifically for
inclusion therein which information consists solely of the information specified
in Section 7(e). The foregoing indemnity agreement is in addition to any
liability which the Company may otherwise have to any Initial Purchaser.

          (b) Each Initial Purchaser, severally and not jointly, shall indemnify
     and hold harmless the Company from and against any loss, claim, damage or
     liability, joint or several, or any action in respect thereof, to which the
     Company may become subject, under the Securities Act or otherwise, insofar
     as such loss, claim, damage, liability or action arises out of, or is based
     upon, (i) any untrue statement or alleged untrue statement of a material
     fact contained in the Offering Memorandum or in any amendment or supplement
     thereto or (ii) the omission or alleged omission to state in the Offering
     Memorandum or in any amendment or supplement thereto, any material fact
     necessary to make the statements therein not misleading, but only to the
     extent that the untrue statement or alleged untrue statement or omission or
     alleged omission was made in reliance upon and in conformity with the
     written information furnished to the Company through the Representatives by
     or on behalf of that Initial Purchaser specifically for inclusion therein
     and set forth in Section 7(e), and shall reimburse the Company promptly
     upon demand for any legal or other expenses reasonably incurred by the
     Company in connection with investigating or defending or preparing to
     defend against any such loss, claim, damage, liability or action as such
     expenses are incurred. The foregoing indemnity agreement is in addition to
     any liability which any Initial Purchaser may otherwise have to the
     Company.

          (c) Promptly after receipt by an indemnified party under this Section
     7 of notice of any claim or the commencement of any action, the indemnified
     party shall, if a claim in respect thereof is to be made against the
     indemnifying party under this Section 7, notify the indemnifying party in
     writing of the claim or


                                       21
<PAGE>

     the commencement of that action; provided, however, that the failure to
     notify the indemnifying party shall not relieve it from any liability which
     it may have under this Section 7 except to the extent it has been
     materially prejudiced by such failure and, provided, further, that the
     failure to notify the indemnifying party shall not relieve it from any
     liability which it may have to an indemnified party otherwise than under
     this Section 7. If any such claim or action shall be brought against an
     indemnified party, and it shall notify the indemnifying party thereof, the
     indemnifying party shall be entitled to participate therein and, to the
     extent that it wishes, jointly with any other similarly notified
     indemnifying party, to assume the defense thereof with counsel reasonably
     satisfactory to the indemnified party. After notice from the indemnifying
     party to the indemnified party of its election to assume the defense of
     such claim or action, the indemnifying party shall not be liable to the
     indemnified party under this Section 7 for any legal or other expenses
     subsequently incurred by the indemnified party in connection with the
     defense thereof other than reasonable costs of investigation; provided,
     however, that the Initial Purchasers shall have the right to employ one
     separate counsel (which counsel shall be reasonably satisfactory to the
     indemnifying party) to represent jointly the Initial Purchasers who may be
     subject to liability arising out of any claim in respect of which indemnity
     may be sought by the Initial Purchasers against the Company under this
     Section 7 if, in the opinion of counsel for such Initial Purchasers it is
     advisable for such Initial Purchasers to be jointly represented by separate
     counsel, and in that event the reasonable fees and expenses of such
     separate counsel shall be paid by the Company. No indemnifying party shall,
     (i) without the prior written consent of the indemnified parties (which
     consent shall not be unreasonably withheld), settle or compromise or
     consent to the entry of any judgment with respect to any pending or
     threatened claim, action, suit or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding, or (ii) be liable for any
     settlement of any such action effected without its written consent (which
     consent shall not be unreasonably withheld), but if settled with its
     written consent, the indemnifying party agrees to indemnify and hold
     harmless any indemnified party from and against any loss or liability by
     reason of such settlement.

          (d) If the indemnification provided for in this Section 7 shall for
     any reason be unavailable or insufficient to hold harmless an indemnified
     party under Section 7(a) or 7(b) in respect of any loss, claim, damage or
     liability, or any action in respect thereof, referred to therein, then each
     indemnifying party shall, in lieu of indemnifying such indemnified party,
     contribute to the amount paid or payable by such indemnified party as a
     result of such loss, claim, damage or


                                       22
<PAGE>

     liability, or action in respect thereof, (i) in such proportion as shall be
     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 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 with respect to the statements or omissions which
     resulted in such loss, claim, damage or liability, or action in respect
     thereof, 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 with respect to such offering shall be deemed to be
     in the same proportion as the total net proceeds from the offering of the
     Securities purchased under this Agreement (before deducting expenses)
     received by the Company on the one hand, and the total discounts and
     commissions received by the Initial Purchasers with respect to the
     Securities purchased under this Agreement, on the other hand, bear to the
     total gross proceeds from the offering of the Securities under this
     Agreement. The relative fault shall be determined by reference to whether
     the untrue or alleged untrue statement of a material fact or omission or
     alleged omission to state a material fact relates to information supplied
     by the Company or the Initial Purchasers, the intent of the parties and
     their relative knowledge, access to information and opportunity to correct
     or prevent such statement or omission. The Company and the Initial
     Purchasers agree that it would not be just and equitable if contributions
     pursuant to this Section 7(d) were to be determined by pro rata allocation
     (even if the Initial Purchasers were treated as one entity for such
     purpose) or by any other method of allocation which does not take into
     account the equitable considerations referred to herein. The amount paid or
     payable by an indemnified party as a result of the loss, claim, damage or
     liability, or action in respect thereof, referred to above in this Section
     shall be deemed to include, for purposes of this Section 7(d), any legal or
     other expenses reasonably incurred by such indemnified party in connection
     with investigating or defending any such action or claim. Notwithstanding
     the provisions of this Section 7(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 to investors exceeds
     the amount of any damages which such Initial Purchaser has otherwise paid
     by reason of any 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 to contribute as
     provided in this Section 7(d) are several in proportion to their respective
     obligations and not joint.


                                       23
<PAGE>

          (e) The Initial Purchasers severally confirm, and the Company
     acknowledges, that the statements in paragraph number 4, in the third and
     fourth sentences in paragraph number 5, in paragraph number 7, in paragraph
     number 11 and paragraph number 14 under the heading "Plan of Distribution"
     in the Offering Memorandum constitute the only information furnished in
     writing to the Company through the Representatives by or on behalf of the
     Initial Purchasers specifically for inclusion in the Offering Memorandum.

          (f) The respective indemnities, representations, warranties and
     agreements of the Company and the Initial Purchasers contained in this
     Agreement or made by or on behalf of them, respectively, pursuant to this
     Agreement, will survive the delivery of and payment for the Securities and
     will remain in full force and effect, regardless of any termination or
     cancellation of this Agreement or any investigation made by or on behalf of
     any of them or any person controlling any of them.

     8.   Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of the Initial Purchasers, by notice given
to the Company, if after the execution and delivery of this Agreement and prior
to the Delivery Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the NASDAQ National Market, the Chicago
Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of
Trade or there has been any major disruption of settlements of securities or
clearance services in the United States, (ii) trading of any securities of or
guaranteed by the Company or Qwest Communications shall have been suspended on
any exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis, including without limitation as a result of terrorist
activities, that, in the judgment of the Initial Purchasers, is material and
adverse and which, in the judgment of the Initial Purchasers, makes it
impracticable to market the Securities on the terms and in the manner
contemplated in the Offering Memorandum.

     9.   This Agreement shall become effective upon the execution and delivery
hereof by the parties hereto.

     10.  If, on the Delivery 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


                                       24
<PAGE>

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 10 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 Delivery 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 Delivery 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.

     11.  If this Agreement shall be terminated by the Initial Purchasers, or
any of them, because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement, or
if for any reason the Company shall be unable to perform its obligations under
this Agreement or any condition of the Initial Purchasers' obligations cannot be
fulfilled, (i) the Company shall remain responsible for the expenses to be paid
or reimbursed by them pursuant to Section 5(j) and (ii) except in the event this
Agreement is terminated pursuant to clauses (i), (iii) or (iv) of Section 8, the
Company agrees to reimburse the Initial Purchasers or such Initial Purchasers as
have so terminated this Agreement with respect to themselves, severally, for the
out-of-pocket expenses reasonably incurred by such Initial Purchasers in
connection with this Agreement or the offering contemplated hereunder, not
exceeding $75,000, and for the fees and disbursements of their counsel in
connection with this offering.

     12.  This Agreement shall inure to the benefit of and be binding upon the
Company, the Initial Purchasers, any controlling persons referred to herein and
their respective successors and assigns. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person, firm or
corporation any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision


                                       25
<PAGE>

herein contained. No purchaser of Securities from any Initial Purchaser shall be
deemed to be a successor by reason merely of such purchase.

     13.  All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Initial Purchasers shall be given to
the Initial Purchasers c/o Credit Suisse First Boston Corporation, Transactions
Advisory Group, 11 Madison Avenue, New York, NY 10010-3629 (Fax: 212-325-4296).
Notices to the Company shall be given to it at 1801 California Street, Denver,
Colorado 80202 (telefax: (303) 896-6468); Attention: Scott Berman, with a copy
to General Counsel (telefax: (303) 296-5974).

     14.  This Agreement may be signed in counterparts, each of which shall be
an original and all of which together shall constitute one and the same
instrument.

     15.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAWS PROVISIONS THEREOF.


                                       26
<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return counterparts hereof.

                                       Very truly yours,

                                       QWEST CORPORATION


                                       By: /s/ James Smith
                                           -------------------------------------
                                           Name:
                                           Title:



Accepted: March 7, 2002




By: CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ Michael Genereux
    ---------------------------------------
    Name:  Michael Genereux
    Title: Director



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


                                       27
<PAGE>
                                                                      SCHEDULE 1

<Table>
<Caption>
                                                   AGGREGATE PRINCIPAL AMOUNT OF
INITIAL PURCHASER                                   SECURITIES TO BE PURCHASED
- -----------------                                  -----------------------------
<S>                                                <C>
Credit Suisse First Boston Corporation ..........         $1,050,000,000
Banc of America Securities LLC ..................            180,000,000
Lehman Brothers Inc. ............................            180,000,000
ABN AMRO Incorporated ...........................             30,000,000
Commerzbank Capital Markets Corp. ...............             30,000,000
First Union Securities, Inc. ....................             30,000,000
         Total ..................................         $1,500,000,000
                                                          ==============
</Table>


                                      A-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d96297ex10-2.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of March 12, 2002 among Qwest Corporation, a Colorado
corporation (the "Company") and the Initial Purchasers (as hereinafter defined).

         This Agreement is made pursuant to the Purchase Agreement dated March
7, 2002 (the "Purchase Agreement"), among the Company, as issuer of the 8 7/8%
Notes due March 15, 2012 (the "Notes") 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 Notes 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:

         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(s)
hereof.

         "Business Day" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed.

         "Closing Time" shall mean the Closing Time as defined in the Purchase
Agreement.

         "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.

<PAGE>

         "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 Notes" shall mean the 8?% Notes due March 15, 2012 issued by
the Company under the Indenture containing terms identical in all material
respects to the Notes (except that (i) interest thereon shall accrue from the
last date on which interest was paid or duly provided for on the Notes 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 Notes in exchange for Notes pursuant to the
Exchange Offer.

         "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 Notes
pursuant to Section 2(a) hereof.

         "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.

         "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, National
Association, as trustee, as the same may be amended or supplemented from time to
time in accordance with the terms thereof.

         "Initial Purchasers" shall mean Credit Suisse First Boston Corporation,
Banc of America Securities LLC, Lehman Brothers Inc., ABN AMRO Incorporated,
Commerzbank Capital Markets Corp., and First Union Securities, Inc.

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


                                       2
<PAGE>

         "Issue Date" shall mean March 12, 2002, the initial date of delivery of
the Notes from the Company to the Initial Purchasers.

         "Issuer" shall mean the Company as defined in the preamble hereto.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Notes and Exchange Notes.

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

         "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.

         "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 Notes; provided, however, that
any Notes shall cease to be Registrable Securities when any of the following
occurs: (i) a Registration Statement with respect to such Notes for the exchange
or resale thereof shall have been declared effective under the Securities Act
and such Notes shall have been disposed of pursuant to such Registration
Statement, (ii) such Notes 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 Notes shall have ceased to be outstanding or (iv) such
Notes shall have been exchanged for Exchange Notes upon consummation of the
Exchange Offer and are thereafter freely tradeable 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)


                                       3
<PAGE>

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 Notes 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 Notes or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any 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.

         "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 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.


                                       4
<PAGE>

         "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 first paragraph 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.

         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 210 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 240 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 enable each Holder eligible and
electing to exchange Registrable Securities for a like principal amount of
Exchange Notes (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 Notes 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 Notes) to transfer such Exchange Notes 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:


                                       5
<PAGE>

                  (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 Notes 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 Notes equal
         in principal amount to the principal amount of the Notes as are
         surrendered by such Holder.


                                       6
<PAGE>

         Interest on each Exchange Note issued pursuant to the Exchange Offer
will accrue from the last date on which interest was paid or duly provided for
on the Note surrendered in exchange therefor or, if no interest has been paid on
such Note, 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 Notes
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 Notes 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 Notes. 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 Notes 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 240 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 Debevoise & Plimpton, 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


                                       7
<PAGE>

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
this paragraph, and shall use its reasonable best efforts to cause such 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 and the Guarantor 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
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)


                                       8
<PAGE>

hereof and will reimburse the Initial Purchasers for the reasonable fees and
disbursements of Debevoise & Plimpton 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 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 it voluntarily takes 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 Notes 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 210th day after the Issue Date,
         then, commencing on the 211st day after the Issue Date, a Special
         Interest Premium shall accrue on the principal amount of the Notes at a
         rate of 0.25% per annum;

                  (iii) (A) the Company has not exchanged Exchange Notes for all
         Notes validly tendered in accordance with the terms of the Exchange
         Offer on or prior to the 240th 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 240th day after the Issue Date, then, commencing on the


                                       9
<PAGE>

         241st day after the Issue Date, a Special Interest Premium shall accrue
         on the principal amount of the Notes 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
         Notes 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 Notes 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 Notes for all Notes 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 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
Notes 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 240th day after the Issue
Date and the Company and the Guarantor shall request Holders to provide the
information required by the SEC for inclusion in the Shelf Registration
Statement, the Notes 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 240th 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 March 15 or
September 15, 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 respective obligations under Section 2(a) and Section 2(b) hereof may
result in material


                                       10
<PAGE>
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.

         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 Notes, 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 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


                                       11
<PAGE>

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;

         (e) (1) in the case of a Shelf Registration or (2) if Participating
Broker-Dealers from whom the Company has received prior written notice that they
will be utilizing the Prospectus contained in the Exchange Offer Registration
Statement as provided in Section 3(s) hereof, are seeking to sell Exchange Notes
and are required to


                                       12
<PAGE>

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
Notes 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 depositary) and in such
denominations (consistent with the provisions of the Indenture and the officers'
certificate establishing the forms and the terms of the Notes 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


                                       13
<PAGE>

the closing of any sale of Registrable Securities pursuant to such Shelf
Registration Statement;

         (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 for the Exchange Notes 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 Notes 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 Notes 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 Notes 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:


                                       14
<PAGE>

(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, its subsidiaries, and if applicable, Qwest Communications International
Inc. 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 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 Notes 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


                                       15
<PAGE>

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 have 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 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 50 days after the end of any
12-month period (or 105 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) 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 Notes, the Company shall
mark, or cause to


                                       16
<PAGE>

be marked, on such Notes delivered by such Holders that such Notes are being
cancelled in exchange for the Exchange Notes; it being understood that in no
event shall such Notes be marked as paid or otherwise satisfied;

         (q) 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;

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

         (s) (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 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 Notes 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 Notes
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 Notes, (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 Notes 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 Notes; provided,


                                       17
<PAGE>

however, that such period shall not be required to exceed 240 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 Notes 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 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.


                                       18
<PAGE>

         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(s) are seeking to sell Exchange Notes 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 Notes, 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 Exchange
Notes, 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.

         4. Indemnification and Contribution. (a) In connection with any
Registration Statement, the Company shall jointly and severally 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:

                  (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 Notes, as applicable, or
         the omission or alleged omission therefrom of a material fact required
         to be stated or necessary in order to make this statement therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact contained in any Prospectus, or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;


                                       19
<PAGE>

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid 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 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 of the Initial Purchasers and each Holder, underwriter or
Participating Broken-Dealer agrees, severally and not jointly, to indemnify and
hold harmless the Company 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 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 Initial Purchaser, Holder, underwriter or Participating
Broker-Dealer 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.


                                       20
<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
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) 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 this 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 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


                                       21
<PAGE>

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.

         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.

6. Selection of Underwriters. The Holders of Registrable Securities covered by
the Shelf Registration Statement who desire to do so may sell the Notes 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.

         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


                                       22
<PAGE>

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 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.


                                       23
<PAGE>

         (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, 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.


                                       24
<PAGE>

         (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) Notes 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.


                                       25
<PAGE>

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

                                       QWEST CORPORATION


                                       By: /s/ James Smith
                                           -------------------------------------
                                           Name:
                                           Title:



Confirmed and accepted as of
the date first above written:

CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ Michael Genereux
    ----------------------------------
    Authorized Signatory
    Title: Director

For itself and as the Representative of the
other Initial Purchasers


                                       26

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
