[Transcription of Updated Recorded Message on 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] currently
priced at $35 or more [PAUSE] for new options...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 early 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 were granted
to you as an employee of LCI International Inc. or ICON CMT Corp. Only options
that were granted under the Qwest Equity Incentive Plan, or under the former U S
WEST plans, are eligible options under the exchange program.

         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!