ASSOCIATION OF U.S. WEST RETIREES (NOW QWEST)
         1500 SOUTH MACON STREET, AURORA, COLORADO 80012



April 12, 2001


DEAR FELLOW QWEST SHAREOWNER:

We urge you to VOTE FOR two new and important shareholder
resolutions on executive compensation on Qwest's proxy card for
the May 2 annual meeting.

PROPOSAL NO. 4 deserves your special attention and support. It
asks the Board of Directors not to include accounting-rule income
- - particularly "pension credits" from investment gains in the
employee pension trust - in setting formulas for performance-
based compensation for top executive officers

             WE URGE YOU TO CAST YOUR VOTE AT QWEST
                      FOR PROPOSAL NO. 4
                AND STRENGTHEN THE LINK BETWEEN
            EXECUTIVE PAY AND OPERATING PERFORMANCE.

Qwest is one of many companies that was able to boost reported
earnings thanks to high returns on stocks and other assets in its
pension trust./1/  To be sure, Generally Accepted Accounting
Principles require companies to report increases in the pension
surplus as income.  But while this reporting method is mandated
by Financial Accounting Standards Rule 87, we agree with
Proponents that Qwest's Board should determine performance-
based pay using a measure of earnings from operations that does
not include non-cash accounting-rule income.

            ACCOUNTING-RULE INCOME FROM PENSION GAINS
     SHOULD NOT BE COUNTED IN SETTING PERFORMANCE-BASED PAY.

During 2000, the measure of "net operating income" reported to
Qwest shareholders was inflated by investment gains in the
independently-managed employee pension trust.  For example,
management reported that non-cash "pension credits" accounted for
12.4% of the Company's reported net income during the quarter
ending June 30, 2000 - and for 10% ($157 million) of reported net
income for the first six months of 2000.

/1/ See Laurie Kaplan Singh, "Feathering the Nest Egg," CFO
Magazine, October 1, 2000 (available online at
http://www.cfo.com/article/1,4616,0|1|AD|1006,00.html); Loren
Steffy, "U.S. Companies Pad Profits With Market Gains From
Pension Funds," Bloomberg News, August 23, 2000.



We agree with Proponents that increases in the pension surplus
should NOT boost executive pay for the following additional
reasons:

- -- PENSION CREDITS ARE "PHANTOM INCOME"
As CFO Magazine reported, "some analysts contend that using
pension surpluses to boost earnings distorts financial reality."
One reason, the article states, is "the earnings aren't real.
Because of [ERISA] requirements, a company can't access the
assets in its pension plans for purposes other than providing
benefits to plan participants." CFO cites Jack Ciesielski,
publisher of The Analyst's Accounting Observer, who states:
"[Firms] cannot use this money to finance capital projects, buy
stock, or pay dividends.  It does nothing to increase or decrease
cash flow."/2/

- -- PENSION SURPLUSES DO NOT MEASURE OPERATING PERFORMANCE
Qwest's reported pension gains (and their impact on
performance-based pay) are tied to the stock prices of other
companies' stock selected by the trust's money managers.  In
awarding executive pay, we believe companies should treat pension
income as non-operating income.

WE ALSO URGE YOU TO SUPPORT SHAREHOLDER PROPOSAL NO. 3, WHICH
REQUESTS ADVANCE SHAREHOLDER APPROVAL FOR FUTURE "GOLDEN
PARACHUTE" SEVERANCE AGREEMENTS with the Company's top executive
officers.  We agree with Proponents' view that the multi-
million dollar parachute agreements at Qwest - and particularly
the provisions pertaining to CEO Joseph Nacchio - are contrary to
shareholder interests because they may be triggered even by
voluntary departures in situations that do not involve a hostile
change in control of the company.

I hope you will join me in voting your shares in Qwest on behalf
of these two Proposals.

Sincerely,

/s/ Philip M. Graham
Philip M. Graham
Qwest Shareholder and
Vice Chairman of Association of U.S. West Retirees


Please note that the cost of this solicitation is being borne
entirely by the retiree associations affiliated with the
Association of U.S. West Retirees, and that the Association is
communicating to shareowners through both written and telephonic
communication.  Please DO NOT send your proxy card to the
Association.

/2/ See Laurie Kaplan Singh, "Feathering the Nest Egg," CFO
Magazine, October 1, 2000 (available online at
http://www.cfo.com/article/1,4616,0|1|AD|1006,00.html).