Paying Agent Agreement - The Bank of New York and Qwest Capital Funding Inc.


                             PAYING AGENT AGREEMENT


         PAYING AGENT  AGREEMENT made as of the 7th day of July,  2000,  between
THE BANK OF NEW YORK, a New York banking  corporation  maintaining its principal
corporate  trust  office at 101 Barclay  Street,  New York,  New York 10286 (the
"Paying  Agent"),  and QWEST  CAPITAL  FUNDING,  INC.,  a  Colorado  corporation
maintaining its principal place of business at 1801 California  Street,  Denver,
Colorado 80202 (the "Issuer").

                               W I T N E S S E T H

         WHEREAS,  the Issuer has authorized and proposes to issue  $300,000,000
aggregate  principal  amount  of  Floating  Rate  Notes  due July 8,  2002  (the
"Notes"),   guaranteed  as  to  payment  of  principal  and  interest  by  Qwest
Communications International Inc. (the "Guarantor");

         WHEREAS,  the Notes will be issued pursuant to an Indenture dated as of
June 29, 1998 as supplemented by the [First Supplemental Indenture], dated as of
June 30, 2000 (as so supplemented the "Indenture"),  each among the Issuer,  the
Guarantor (as successor to U S WEST, Inc.) and Bank One Trust Company,  National
Association, as trustee (the "Trustee");

         WHEREAS, the Issuer desires to appoint the Paying Agent as paying agent
with respect to such Notes; and

         WHEREAS,  the  Paying  Agent  agrees  to act as such  paying  agent  in
accordance with, and subject to the terms and provisions of, this Agreement, the
Indenture,  the  Notes  and the  Offering  Memorandum,  dated  July 3, 2000 (the
"Offering Memorandum");

         NOW,  THEREFORE,  in consideration  of the mutual promises  hereinafter
contained, the Paying Agent and the Issuer hereby covenant and agree as follows:








                                    ARTICLE I
                                   APPOINTMENT

     1. The Issuer  hereby  appoints  the Paying  Agent as its paying agent with
respect to the Notes to perform the duties hereinafter set forth.

     2. The Paying Agent hereby accepts such appointment in accordance with, and
subject  to, the terms and  provisions  of the Notes and  agrees to perform  the
duties  hereinafter set forth and set forth in the Indenture,  the Notes and the
Offering Memorandum. Unless otherwise mutually agreed between the Issuer and the
Paying  Agent,  the Paying Agent shall be under no duty or obligation to pay any
interest or earnings on or with respect to amounts held or deposited  hereunder.
In the event the Issuer and the Paying Agent shall otherwise agree, any interest
or earnings on or with respect to any amount held or deposited  hereunder  shall
be remitted to the Issuer in accordance  with such  Agreement.  The Paying Agent
shall be under no duty or  obligation  to  collateralize  or pledge any security
therefor, or to segregate such amounts except as required by law.

                                   ARTICLE II
                                DEPOSIT OF FUNDS

     1. Not later than five business days prior to any date on which interest on
the  Notes  is due and  payable,  the  Issuer  shall  furnish,  or  cause  to be
furnished, to the Paying Agent in writing the following information with respect
to said interest payment date: (a) the name, address,  principal amount of Notes
owned by, and bank account  information  for, each registered  owner of Notes on
the record date to which such interest payment relates; (b) the rate of interest
to be paid on such interest  payment date; (c) the aggregate  amount of interest
to be paid on such  interest  payment  date with  respect to the Notes;  (d) any
applicable forms with respect to tax withholding (including, but not limited to,
Form W-8BEN); (e) amount to be withheld,  if any, under applicable tax laws; and
(f) such other information as the Paying Agent may reasonably  request from time
to time.  Information  required  by  preceding  clause  (a) may be  provided  by
reference to  information  previously  furnished to the Paying Agent pursuant to
this paragraph.

     2. Not later than five business  days prior to any date on which  principal
is to be paid by the Paying  Agent with  respect to the Notes,  the Issuer shall
furnish,  or cause to be furnished,  to the Paying Agent a statement  specifying
such payment date and obtaining  information with respect to such payment in the
nature of the information described in the preceding paragraphs,  including such
further  information  as the Paying  Agent may  reasonably  request from time to
time.

     3. Prior to each interest or principal payment date described in any of the
preceding  paragraphs of this Article,  the Issuer shall deposit, or cause to be
deposited,  with the Paying Agent immediately available funds in an amount equal
to the aggregate  amount to be paid by the Paying Agent on such payment date. In
the event the amount  deposited  with respect to a payment date is less than the
sum of the aggregate  amounts  specified in  statements  furnished to the Paying
Agent  pursuant to this Article with  respect to such payment  date,  the Paying
Agent shall  immediately  notify the Issuer,  and shall effect no payments  with
respect to such payment date until such  discrepancy  has been  resolved.  Until
paid as hereinafter provided,  the Paying Agent shall hold such amounts in trust
for the  benefit of the  holders of the Notes.  The Paying  Agent  shall pay any
interest or earnings on or with respect to amounts  held or deposited  hereunder
to the Issuer.

                                  ARTICLE III
                                    PAYMENTS

     1. The Paying Agent shall  effect  payment of interest on the Notes as such
becomes due and payable on the  respective  interest  payment  dates.  Except as
otherwise  required  pursuant  to  the  terms  of  the  Notes  or  the  Offering
Memorandum, such payment may be accomplished by the Paying Agent mailing a check
payable to the  registered  owner of the Note on the record date, to the address
of such registered  owner,  in accordance  with the information  provided to the
Paying Agent by the Issuer or, at the option of a registered owner of $1,000,000
or more  aggregate  principal  amount of Notes,  by the Paying Agent wiring such
amounts to an account  specified by such  registered  owner in a designation  in
form and  substance  satisfactory  to the Paying Agent (such  designation  to be
received by the Paying Agent no later than the record date).

     2. The Paying Agent shall effect payment of the principal of the Notes upon
the  presentation  and surrender of the Notes at the principal  corporate  trust
office of the Paying Agent (a) at maturity,  (b) upon redemption of the Notes or
(c) as otherwise provided by the Notes or the Offering Memorandum.

     3.  Notwithstanding any provision  elsewhere contained herein,  payments by
the Paying  Agent  shall be made only out of amounts  deposited  with the Paying
Agent with respect to such payment.

     4. The Paying Agent will not charge,  impose,  collect or receive, from the
holder or owner of any Note, any fee or consideration for any services performed
in connection with any payment to such holder or owner of principal or interest,
and any charge for postage,  for wiring payment, or otherwise,  shall be charged
to and collected only from the Issuer.

                                   ARTICLE IV
                        ADDITIONAL DUTIES OF PAYING AGENT

     1. The Paying Agent shall:  (i) keep and maintain such records in such form
and manner as it shall determine in its sole  discretion;  and (ii) perform such
related duties as may be necessary for the Paying Agent to perform. Such records
shall upon prior  written  request be available  for  inspection  by  authorized
officers,  employees,  and agents of the Issuer during the normal business hours
of the Paying Agent.  Upon the termination of this  Agreement,  the Paying Agent
shall deliver to the Issuer copies of such records  reflecting all  transactions
as of such date, in the form and manner kept by the Paying Agent.

     2. The Paying  Agent shall file such federal and state  returns  concerning
payments  hereunder as shall be required of it by applicable  law, but shall not
be  responsible  for the collection or withholding of taxes due on such payments
except,  and only to the extent,  required of it as Paying  Agent by  applicable
law.

     3. The Paying  Agent  shall have no duties or  responsibilities  whatsoever
except such duties and  responsibilities  as are  specifically set forth in this
Agreement,  and no covenant or  obligation  shall be implied in this  Agreement,
against the Paying Agent. Without limiting the generality of the foregoing,  the
Paying  Agent shall not be an office or agency of the Issuer  where Notes may be
presented  for  re-registration  or  transfer,  nor act as registrar or transfer
agent with respect to, or maintain record lists of holders of Notes.

     4. The Paying Agent shall incur no liability  and shall be fully  protected
in acting  upon any written  instruction  of the  Issuer.  The Issuer  agrees to
provide  written  instructions  to the Paying  Agent with respect to any and all
actions to be taken by the Paying Agent where failure to take such actions would
adversely affect the rights of or impose  liability or penalties  (including tax
liability or  penalties)  upon,  the Issuer or the  registered  owners,  past or
present,  of the Notes, or would adversely affect the market price of the Notes,
and in the absence of such instructions,  the Paying Agent shall have no duty to
take any such action.

     5. The Paying Agent shall use its best  efforts to perform its  obligations
hereunder,  including  the  timely  taking  of  action  as  required  hereunder,
provided,  however, that the Paying Agent shall not be liable for its failure to
meet such deadlines, including, without limitation, deadlines for the payment of
money  to  owners  of  Notes,  except  such  failure  as shall  result  from its
negligence, willful misconduct or bad faith.

     6. With respect to any notices required to be sent by the Paying Agent, the
Paying Agent shall not be liable for its failure to include required information
in such notices unless such information has been timely provided to it.

     7. The Paying Agent shall comply with Section 2.06 of the Indenture

                                   ARTICLE V
                           CONCERNING THE PAYING AGENT

     1. The Paying  Agent shall not be liable for any loss or damage,  including
reasonable counsel fees and expenses, resulting from its actions or omissions to
act  hereunder,  except for any loss or damage arising out of its own bad faith,
negligence  or  willful  misconduct.  Without  limiting  the  generality  of the
foregoing,  the Paying Agent shall not be liable for any action taken or omitted
in  reliance  on  any  notice,  direction,  consent,   certificate,   affidavit,
statement,  designation or other paper or document  reasonably believed by it to
be genuine and to have been duly and  properly  signed or presented to it by the
Issuer.

     2. The Issuer shall  indemnify  and  exonerate,  save and hold harmless the
Paying Agent from and against any and all claims,  demands,  expenses (including
reasonable  counsel fees and expenses) and  liabilities  of any and every nature
which the Paying Agent may sustain or incur or which may be asserted against the
Paying  Agent as a result of any action  taken or  omitted  by the Paying  Agent
hereunder without bad faith, negligence or willful misconduct.  At any time, the
Paying  Agent may apply to the Issuer for written  instructions  with respect to
any matter arising under this  Agreement and shall be fully  protected in acting
in  accordance  with such  instructions.  In addition,  the Paying Agent may, as
reasonably  necessary,  consult  counsel  to the Issuer or its  counsel,  at the
expense of the Issuer,  and shall be fully  protected with respect to any action
taken or  omitted  in good faith in  accordance  with such  advice or opinion of
counsel to the Issuer or its own counsel.

     3. The Paying Agent may employ agents or  attorneys-in-fact,  and shall not
be liable for any loss or damage  arising  out of, or in  connection  with,  the
actions or  omissions  to act of such agents or  attorneys-in-fact  provided the
Paying  Agent acted  without bad faith,  negligence,  or willful  misconduct  in
connection with the selection of such agents or attorneys-in-fact.

     4. The Paying Agent makes no  representations  with respect to the validity
or  sufficiency  of the Notes,  or the use or application of the proceeds of the
sale or distribution  thereof,  and shall incur no liability with respect to the
foregoing.

     5.   Notwithstanding  any  other  provision  elsewhere  contained  in  this
Agreement, the Paying Agent is acting solely as agent of the Issuer and does not
assume any obligation or  relationship of agency or trust for or with any owners
or holders of Notes other than the limited  obligations  with respect to amounts
deposited for the payment of principal of and interest on the Notes.

     6. The Issuer shall pay to the Paying Agent for its performance  hereunder:
(a) such  compensation  as may  mutually be agreed upon in writing;  and (b) its
out-of-pocket expenses (including reasonable counsel fees and expenses) incurred
in connection with this Agreement, including, without limitation, those referred
to in paragraph 4 of Article III thereof.

                                   ARTICLE VI
                                     GENERAL

     1. Either of the parties  hereto may terminate  this Agreement by giving to
the other a notice in  writing  specifying  a  termination  date  which,  unless
otherwise  waived by the other  party,  is (a) at least  thirty  days  after the
giving of such  notice,  and (b) in the case such  notice is given by the Paying
Agent, at least fifteen days prior to the next succeeding  interest payment date
or  principal  payment  date;  provided,  however,  that each  party  hereto may
terminate  this  Agreement  upon the  breach or  failure  of the other  party to
perform any  obligations  hereunder  and such breach or failure to perform shall
continue for ten days after written notice thereof or upon the entry of a decree
or order of  involuntary  bankruptcy,  commencement  of a  voluntary  case under
applicable  bankruptcy  laws,  appointment  of a  trustee  in  bankruptcy  or an
assignment for the benefit of creditors by either party  thereto.  Upon the date
specified  in such  notice the Paying  Agent  shall,  upon  making the  delivery
required  by  paragraph  1 of Article IV hereof,  be  relieved of all duties and
responsibilities  pursuant to this  Agreement;  provided that the  provisions of
paragraphs 1, 2 and 6 of Article V hereof shall survive the  termination of this
Agreement.

     2. Any notice, instruction, request for instructions or other instrument in
writing  authorized or required by this Agreement to given to either party shall
be deemed given if addressed and mailed  certified  mail to it at its offices at
the address first above  written,  or at such other place as such party may from
time to time designate in writing.

     3. This  Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties.

     4. This  Agreement  shall extend to and be binding upon the parties  hereto
and their respective successors and assigns.

     5. Nothing in this Agreement, express or implied, shall give to any person,
other  than  the  parties  hereto,  the  Trustee  (which  is  expressly  made  a
third-party  beneficiary  hereto  for  purposes  of Article IV Section 7 of this
Agreement),  and  their  successors  hereunder,  any  benefit  or any  legal  or
equitable right, remedy or claim under this Agreement.

     6. This Agreement  shall be governed by, and construed in accordance  with,
the  laws  of the  State  of New  York,  without  regard  to  conflicts  of laws
principles thereof.

     7. This Agreement may be signed in any number of counterparts with the same
effect as if the signatures to each counterparts were upon a single  instrument,
and  all  such  counterparts  together  shall  be  deemed  an  original  of this
Agreement.






         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers,  thereunto duly authorized,  as
of the day and year first above written.

                                     QWEST CAPITAL FUNDING, INC.



                                     By:    /s/ SEAN P. FOLEY
                                     Name:  Sean P. Foley
                                     Title: Senior Vice President and Treasurer



                                     THE BANK OF NEW YORK, as Paying Agent


                                     By:     /s/ VANN K. BROWN
                                     Name:   Vann K. Brown
                                     Title:  Assistant Vice President