[Text of November 2, 2001 Email Message to Employees]

On October 31, 2001, Qwest announced the start of a voluntary stock option
exchange program for certain outstanding stock options issued under our Equity
Incentive Plan. As of today, we have extended the stock option exchange program
to include certain outstanding options that were previously issued by U S WEST.
Like the Qwest options that were originally covered by the exchange offer, you
may only exchange former U S WEST options if they have a post-conversion
exercise price of $35 or more.

Please click here to access a letter from Joe Nacchio that explains the change
and includes links to the Q, where you can find more information:
http://theq.qwest.net/departments/hr/newnacchioletter.pdf [LINK TO LETTER TO
EMPLOYEES]

Click here to access an amended and restated version of the Offer Circular:
http://theq.qwest.net/departments/hr/circular.pdf [LINK TO AMENDED AND RESTATED
OFFER CIRCULAR]

Click here to access a revised form of the Election Form and Release:
http://theq.qwest.net/departments/hr/electform.pdf [LINK TO ELECTION FORM]

Click here to access an updated version of frequently asked questions (FAQ's)
about the exchange offer:
http://theq.qwest.net/departments/hr/electquestions.html [LINK TO EXCHANGE OFFER
QUESTIONS AND ANSWERS]

If you do not own any former U S WEST options, you do not have to read these
documents. The terms of the exchange offer have not been changed with respect to
your options issued under the Qwest Equity Incentive Plan.