[Instructions on How to Accept Exchange Offer to Appear on
                         Qwest Human Resources Website]

                   How may I accept the Qwest Exchange Offer?

We are frequently asked how an employee can accept the Qwest option exchange
offer. The following information is intended to answer only that question. This
document does not contain all of the information from the Amended and Restated
Offer Circular (the "Offer Circular"), the Election Form and Release Agreement
(the "Election Form"), and the other documents that are being distributed in
connection with the offer.

Before you decide whether to accept the exchange offer, it is important that you
carefully read and consider the entire Offer Circular, the Election Form and the
other documents that we have distributed to explain the offer.

If you need another copy of the Offer Circular or the Election Form, you may
print one from the Q at the links given below, or you may contact our Stock
Administration department at StockAdmin2@Qwest.com or at the address or
telephone number given below.

      Offer Circular:         http://theq.qwest.net/departments/hr/circular.pdf
      [LINK TO AMENDED AND RESTATED OFFER CIRCULAR]

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


                           Qwest Stock Administration
                     Qwest Communications International Inc.
                           555 17th Street, 7th Floor
                             Denver, Colorado 80202
                                Tel: 866-437-0007

If you request an Election Form, be sure to allow at least two business days for
delivery to you.

The offer is a voluntary one. You must make your own decision to accept or
reject the offer. If you have any questions about the impact of the offer on
your financial status, you should consult your financial advisor.

Now, if after reading the Offer Circular and the Election Form, you decide you
want to accept the offer, you should:

o        Assemble Option Information. You should then assemble the option
         information that you will need to complete the Election Form. The last
         time you received options, we sent you all the option information you
         need to complete the election form. If you have options that were
         granted under one of the U S WEST stock plans, you received a
         conversion notice in connection with the merger regarding the
         conversion and assumption of your U S WEST options. For your
         convenience, we are also sending to you at the address we have for you
         an option statement showing the options that you can exchange. If you
         need another copy, please contact Qwest Stock Administration at the
         email address, address or telephone number given above. You are
         responsible for confirming that the options included in your option
         statement satisfy the eligibility requirements described in the
         response to Question 13 in the Offer Circular and for confirming that
         all of your Eligible


         Options and Recent Options are reflected in your statement. Any
         discrepancies should promptly be reported to Qwest Stock Administration
         at the email address, address or telephone number given above.

o        Complete, Sign and Date the Election Form. You should next complete,
         sign and date the Election Form. If you want to accept the offer, you
         must indicate on the Election Form that you accept the offer and agree
         to the terms of the release set forth in the Election Form. You should
         indicate whether you accept the offer with respect to all of your
         Eligible Options or indicate the grants of Eligible Options that you
         want to exchange. You must list on the Election Form all the Eligible
         Options that you want to exchange, except that, if you want to exchange
         all your Eligible Options, you may check the box on the Election Form
         to indicate that you elect to exchange all your Eligible Options. In
         either case, if you elect to exchange any Eligible Option you will be
         deemed to have elected to exchange all your Recent Options as well,
         whether or not you list them on the Election Form.

         If the Election Form is signed by trustees, executors, administrators,
         guardians, attorneys-in-fact or others acting in a fiduciary or
         representative capacity, such persons should so indicate when signing,
         and unless we have waived this requirement, submit evidence
         satisfactory to Qwest of their authority to act in this capacity.

o        Return Election Form. You should then mail, hand deliver or fax the
         completed, signed and dated Election Form to Qwest at the following
         address for receipt prior to 5:00 p.m., Mountain Standard Time, on
         November 30, 2001, or any later expiration time to which the offer has
         been extended:

                           Qwest Stock Administration
                           Qwest Communications International Inc.
                           555 17th Street, 7th Floor
                           Denver, Colorado 80202
                           Fax: 303-992-1174

         A Qwest Stock Administration representative will generally be available
         at that location (during normal business hours) or through that
         telephone number from 8:00 a.m. to 7:00 p.m., Mountain Standard Time,
         each business day until the expiration time of the offer. We cannot
         accept Election Forms by e-mail or any other means of delivery other
         than those means identified above. For your convenience, a
         postage-paid, pre-addressed envelope has been included with your
         package of offer materials that is being sent to you for you to use to
         return your Election Form to us. If you do not use the enclosed
         pre-addressed envelope to return this form to Qwest, you must pay all
         mailing or courier costs to deliver this form to Qwest. The method by
         which you deliver the signed Election Form to Qwest is at your option
         and risk, even if you use the pre-addressed envelope, and delivery will
         be effective only when the form is actually received by Qwest. In all
         cases, you should allow sufficient time to ensure timely delivery. If
         we do not receive a valid Election Form from you prior to the deadline,
         you will be deemed to have rejected the exchange offer.

Neither we nor any other person is obligated to give you notice of any defects
or irregularities in any election, nor will anyone incur any liability for
failure to give any such notice. We will determine, in our discretion, all
questions as to the form and validity, including time of receipt, of elections.
Our determination of these matters will be final and binding.

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Qwest Stock Administration intends to return a confirmation of receipt card to
you by mail that you will fill out and send in with your Election Form to
confirm that your Election Form has been received. This card only means that we
have received something from you. It does not mean that you completed the
Election Form correctly.

Your election to accept or reject the offer will become irrevocable upon the
expiration time of the offer. Be sure to read your Election Form. The
effectiveness of any election that you may make to accept the offer is subject
to all of the terms and conditions of the offer as set forth in the Offer
Circular and the Election Form.


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