[Form of Cover Letter to Employees Accompanying Exchange Offer Documents and to
appear on the Qwest Communications International Inc. Human Resources Website]

October 31, 2001

Dear Fellow Qwest Employee:

I'm delighted to share good news with you today. As you know, it has been our
policy at Qwest to distribute stock options to our employees as an incentive to
return value to our shareholders for their investment. As our employees focus on
meeting the needs of our customers, our company prospers, our shareholders
benefit and so will our employees. Qwest is an entrepreneurial company and we
want you to have a stake in our future success.

Because of a weakening economy and a bear market for stocks, especially in the
telecom sector, many of the stock options held by our employees no longer
provide the incentive that we intended when we granted them. With this in mind,
our board of directors approved a voluntary stock option exchange offer. Under
this program, you can exchange all or a portion of the stock options that you
own that were granted by Qwest with an exercise price of $35 or more, subject to
certain conditions.

As summarized below and detailed in the linked plan documents, in exchange for
your eligible options, you will receive the same number of options based on our
share price next June. The new options cannot be issued now because accounting
rules would require us to take a charge against our earnings.

The last time you received options, we sent you all the option information you
need to complete the election form. For your convenience, we will also send to
you at the address we have for you an options statement showing the options that
you may tender in the offer.

You do not have to accept the exchange offer. The exchange offer involves risks.
Before you make any decisions, you should carefully review the risks and all the
terms and conditions of the exchange offer that are contained in the exchange
offer documents available on the Q at
http://theq.qwest.net/departments/hr/index.html. [LINK TO INDEX OF EXCHANGE
OFFER DOCUMENTS ON THE Q]

This stock option program is a legal matter that requires every eligible
employee to receive or have access to detailed information that will help you
make an informed decision. Please take the time to review the documents,
including the Questions and Answers and program summaries on the Q. If you still
have questions, you may call 866-437-0007.


If you want to take advantage of the exchange offer, you must complete and
return the election form by 5:00 P.M. (MST) Friday, November 30, 2001. The
election form, including instructions about how to return the form, is available
on the Q at http://theq.qwest.net/departments/hr/electformq.html. [LINK TO
QUESTION REGARDING ELECTION FORM IN EXCHANGE OFFER CIRCULAR] If you don't want
to exchange your options, you don't need to do anything.

I want to highlight some of the important elements of the exchange offer:

o    The offer is available only to full-time active employees (however, it is
     not available to occupational, union employees nor to the senior team).

o    If you are an eligible employee and accept the exchange offer for any of
     your eligible options, you must exchange all of the other eligible options
     (whether or not vested) that are in the same option grant or grants after
     May 29, 2001, whether or not those options qualify as eligible options
     (your "recent options").

o    Upon the exchange of the options, the options you have exchanged will
     terminate and be cancelled. They will not be reinstated even if you later
     change your mind.

o    If you resign, quit, die or if your employment with the Company terminates
     for any reason whatsoever before we grant you the new options, or if you
     are on unpaid leave on that date, we will not grant you any new options and
     you will not have a right to any of your cancelled options that you
     exchanged.

o    You cannot exchange options that you received as an employee of the former
     U S WEST, LCI or Icon CMT companies. Only options that we granted under
     Qwest's Equity Incentive Plan are eligible options.

We will grant new options to you on the "new option date" -which will be June 3,
2002 or, if we extend the exchange offer beyond November 30, 2001, a business
day that is no earlier than six months and one day after your options are
cancelled, as set by our board of directors. You must be an eligible employee
through the new option date to receive the new options.

The new options:

o    Will be for a number of shares equal to the number of shares subject to the
     eligible options and recent options that were cancelled in the exchange
     offer.

o    Will have a per share exercise price equal to the closing market price of a
     share of our common stock on the new option date.

In addition, we expect that the new options:

o    Will have a new 10-year term beginning on the new option date.

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o    Will be subject to a new four-year vesting schedule, with one-fourth of the
     new options vesting on each of the first, second, third and fourth
     anniversaries of the new option date (subject, in each case, to your
     continued employment).

o    Will have substantially the same other terms and conditions as the
     corresponding cancelled options.

After reading the stock exchange offer documents, you may review the answers to
some commonly asked questions on the Q at
http://theq.qwest.net/departments/hr/electquestions.html [LINK TO ELECTION FORM
QUESTIONS AND ANSWERS], or you may contact us

by e-mail at stockadmin2@qwest.com.

Although our board of directors approved the exchange offer, the board is not
permitted to recommend whether or not you should accept the offer.

You are solely responsible for deciding whether to participate and for making
sure that you properly complete your election form and that we receive it before
5:00 P.M. (MST) Friday, November 30, 2001. Make sure that you allow enough time
before the deadline to ensure that we receive your election form. If we do not
receive your election form until after the deadline or you did not properly
complete the election form, your election form will be rejected and you will not
be able to exchange any of your options.

Please go to the following Web site to access the exchange offer documents on
the Q.

Offering Circular (this explains the terms of the program):
http://theq.qwest.net/departments/hr/circular.pdf [LINK TO EXCHANGE OFFER
CIRCULAR]

Election Form and Release Agreement:
http://theq.qwest.net/departments/hr/electform.pdf [LINK TO ELECTION FORM]

We are pleased to offer you the opportunity to participate in this program. I
encourage you to learn all you can about it, consider it carefully, and make a
decision that is right for you.

Sincerely,



Joe Nacchio


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