[Transcript of outgoing message on
                Qwest Stock Administration Toll Free Phone Line]

     Welcome to the Qwest Stock Option Exchange information line.

     If you're a member of either the CWA or the IBEW union, this message does
not apply to you or the provisions covered by your collective bargaining
agreements.

     If you are a Qwest full-time, non-union employee, this stock option
exchange program has been designed for you and requires your careful
consideration.

     The program allows employees to exchange options [PAUSE] priced at $35 or
more [PAUSE] for new options...[PAUSE] with a new exercise price to be set in
June 2002.

     Of course, whether you exchange your options or not is completely up to
you. We make no recommendation regarding the offer. You should consult with a
financial advisor or do your own analysis to decide whether the program is right
for you.

     For convenience, we will be mailing eligible employees information about
the new stock option exchange program at their homes in the early days of
November. Eligible employees also are receiving an e-mail describing the
program, and all information is available on the Q. You cannot exchange options
that you received

as an employee of U S WEST, LCI, or Icon CMT. Only options that were granted
under the Qwest Equity Incentive Plan are eligible options.

     Because of the size of the mailing, you may not receive the materials for
several days. If you have not received the mailing by Monday, November 12, you
may send an e-mail to stockadmin2@qwest.com. We will send to your company e-mail
a copy of your option statement. If you have any questions or need additional
copies of materials, please go to the Q.

     If you have other questions, please review our FAQs on the Q Web site, or
if you are calling between 8 a.m. and 7 p.m. mountain standard time you may stay
on the line to speak to a representative.

     Thanks for calling!

                                      2