Common Stock Purchase Agreement - Qwest Communications International Inc. and Microsoft Corp.


                         COMMON STOCK PURCHASE AGREEMENT
                          Dated as of December 14, 1998
                                     Between


                     QWEST COMMUNICATIONS INTERNATIONAL INC.


                                       and


                              MICROSOFT CORPORATION



                         COMMON STOCK PURCHASE AGREEMENT

         This COMMON STOCK PURCHASE  AGREEMENT (this  'Agreement') is made as of
this 14th day of December, 1998 between Qwest Communications International Inc.,
a Delaware corporation (the 'Company'),  and Microsoft Corporation, a Washington
corporation (the 'Purchaser').

                                    RECITALS

         WHEREAS,  the  Company  desires  to  sell  to the  Purchaser,  and  the
Purchaser  desires to purchase from the Company,  shares of the Company's Common
Stock,  $.01 par  value  per  share  (the  'Common  Stock'),  on the  terms  and
conditions set forth in this Agreement;

         NOW, THEREFORE,  in consideration of the foregoing recitals, the mutual
promises hereinafter set forth, and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                    SECTION 1

                   Agreement to Purchase and Sell Common Stock

         1.1  Agreement  to Purchase and Sell Common  Stock.  Upon the terms and
subject to the conditions of this  Agreement,  the Company hereby agrees to sell
to the Purchaser at the Closing (as defined below),  and the Purchaser agrees to
purchase from the Company at the Closing, 4,444,445 shares of Common Stock, (the
'Shares') at a price of $45.00 per share (the 'Per Share Purchase Price') for an
aggregate purchase price of $200,000,025.

                                    SECTION 2

                             Closing Date; Delivery

2.1 Closing Date.  The Closing of the purchase and sale of the Shares  hereunder
(the  'Closing')  shall be held at the  offices of the  Company at 6:00 a.m.  on
December  14,  1998,  or at such  other  time and place as the  Company  and the
Purchaser mutually agree (the date of the Closing being hereinafter  referred to
as the 'Closing Date').

         2.2 Delivery. At the Closing, the Company will deliver to the Purchaser
a certificate or  certificates  representing  the Shares against  payment of the
aggregate  purchase  price  of  $200,000,025  by wire  transfer  of  immediately
available  funds to an account  designated by the Company.  The  certificate  or
certificates  representing  the Shares shall be subject to a legend  restricting
transfer under the Securities Act of 1933, as amended (the 'Securities Act') and
referring to restrictions on transfer herein, such legend to be substantially as
follows:

                  'The shares represented by this certificate have been acquired
         for investment and have not been registered under the Securities Act of
         1933,  as amended.  Such shares may not be sold or  transferred  in the
         absence  of such  registration  or an  opinion  of  counsel  reasonably
         satisfactory to the Company as to the availability of an exemption from
         registration.

                  The shares  represented  by this  certificate  are  subject to
         restrictions  on  transfer,   including  any  sale,   pledge  or  other
         hypothecation,  set forth in an agreement dated as of December 14, 1998
         between  the  Company  and  Microsoft  Corporation,  a  copy  of  which
         agreement  may be  obtained at no cost by written  request  made by the
         holder of record of this certificate to the secretary of the Company at
         the Company's principal executive offices.'

         The  Company  agrees  (i) to remove  the legend set forth in the second
preceding  paragraph upon receipt of an opinion of counsel in form and substance
reasonably  satisfactory  to the Company that the Shares or the shares of Common
Stock issuable upon  conversion of the Shares are eligible for transfer  without
registration under the Securities Act and (ii) to remove the legend set forth in
the  immediately  preceding  paragraph  at  such  time  as  the  Shares  may  be
transferred  upon the  termination of the covenants of Section 7 as provided for
in Section 8.4.

                                    SECTION 3

                  Representations and Warranties of the Company

         The Company hereby represents and warrants to the Purchaser as follows:

         3.1  Organization.  The Company is a  corporation  duly  organized  and
validly existing under the laws of the State of Delaware and is in good standing
under  such laws.  The  Company  has the  requisite  corporate  power to own and
operate its  properties  and assets,  and to carry on its  business as presently
conducted  and as  proposed to be  conducted.  The  Company is  qualified  to do
business as a foreign corporation in each jurisdiction in which the ownership of
its property or the nature of its business requires such  qualification,  except
where the failure to be so qualified would not have a materially  adverse effect
on the Company and its subsidiaries, taken as a whole.

         3.2  Authorization.  All  corporate  action on the part of the  Company
necessary for the  authorization,  execution,  delivery and  performance of this
Agreement and the Registration  Rights Agreement  (attached as Exhibit A hereto)
by the Company,  the  authorization,  sale,  issuance and delivery of the Shares
hereunder.  This  Agreement and the  Registration  Rights  Agreement  constitute
legal,  valid and binding  obligations of the Company  enforceable in accordance
with their respective terms,  subject to laws of general application relating to
bankruptcy,  insolvency  and the  relief of debtors  and rules of law  governing
specific  performance,  injunctive  relief or other equitable  remedies,  and to
limitations of public policy as they may apply to Section 6 of the  Registration
Rights  Agreement.  Upon their issuance and delivery pursuant to this Agreement,
the Shares will be validly issued,  fully paid and  nonassessable.  The issuance
and sale of the Shares will not give rise to any preemptive  rights or rights of
first refusal on behalf of any person in existence on the date hereof.

         3.3 No Conflict.  The execution and delivery of this  Agreement and the
Registration  Rights  Agreement do not, and the consummation of the transactions
contemplated  hereby  and  thereby  will not,  conflict  with,  or result in any
violation of, or default (with or without notice or lapse of time, or both),  or
give  rise  to a right  of  termination,  cancellation  or  acceleration  of any
obligation  or to a loss of a  material  benefit  under,  any  provision  of the
Certificate  of  Incorporation  or  Bylaws  of  the  Company  or  any  mortgage,
indenture,   lease  or  other  agreement  or  instrument,   permit,  concession,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation  applicable to the Company,  its properties or assets,  the effect of
which would have a material adverse effect on the Company and its  subsidiaries,
taken as a whole,  or  materially  impair or  restrict  the  Company's  power to
perform its obligations as contemplated under said agreements.

         3.4  SEC  Documents.  The  Company  has  filed  all  required  reports,
schedules,  forms,  statements and other  documents  required to be filed by the
Company with the Securities and Exchange  Commission  (the 'SEC') since June 27,
1997 (the 'SEC  Documents').  As of their  respective  dates,  the SEC Documents
complied in all material respects with requirements of the Securities Act or the
Securities  Exchange Act of 1934, as amended (the 'Exchange  Act'),  as the case
may  be  and  the  rules  and  regulations  of the  SEC  promulgated  thereunder
applicable to such SEC Documents,  and none of the SEC Documents,  except to the
extent  that  information  contained  in any SEC  Document  has been  revised or
superseded  by a later Filed SEC  Document  (as defined  below),  contained  any
untrue statement of a material fact or omitted to state a material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  The
financial  statements of the Company included in the Company's Form 10-K for the
year  ended  December  31,  1997 and the Form  10-Q for the three  months  ended
September 30, 1998 comply as to form in all material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto,  have been prepared in accordance with U.S.  generally accepted
accounting  principles ('GAAP') (except, in the case of unaudited  statements as
permitted  by Form 10-Q of the SEC)  applied on a  consistent  basis  during the
periods  involved  (except  as  may be  indicated  in the  notes  thereto  or as
described  in  writing to the  Purchaser  prior to the date  hereof)  and fairly
present the consolidated  financial position of the Company and its consolidated
subsidiaries  as of the dates  thereof  and the  consolidated  results  of their
operation  and  cashflows  for the periods then ending in  accordance  with GAAP
(subject,  in the case of the  unaudited  statements,  to normal  year end audit
adjustments). Except as set forth in the Filed SEC Documents (as defined below),
neither the Company nor any of its subsidiaries has any material  liabilities or
obligations of any nature (whether accrued,  absolute,  contingent or otherwise)
required by GAAP to be set forth on a consolidated  balance sheet of the Company
and  its  consolidated  subsidiaries  or in the  notes  thereto  and  which  can
reasonably be expected to have a material  adverse effect on the Company and its
subsidiaries taken as a whole.

         3.5 Absence of Certain  Changes or Events.  Except as  disclosed in the
SEC  Documents  filed and publicly  available  (either on the EDGAR system or by
delivery  to  Purchaser)  prior to the date of this  Agreement  (the  'Filed SEC
Documents'),  since the date of the most  recent  audited  financial  statements
included  in the Filed SEC  Documents,  there has not been (i) any  declaration,
setting aside or payment of any dividend or distribution (whether in cash, stock
or property) with respect to any of the Company's capital stock, (ii) any split,
combination or  reclassification  of any of its capital stock or any issuance or
the authorization of any issuance of any other securities in respect of, in lieu
of or in  substitution  for  shares of its  capital  stock,  (iii)  any  damage,
destruction or loss of property,  whether or not covered by insurance,  that has
or is  likely  to  have a  material  adverse  effect  on  the  Company  and  its
subsidiaries  taken  as a whole,  or (iv)  any  change  in  accounting  methods,
principles  or  practices  by  the  Company  materially  affecting  its  assets,
liabilities,  or business,  except insofar as may have been required by a change
in GAAP.

         3.6 Governmental  Consent,  etc. In reliance on the  representations of
the Purchaser  contained  herein,  no consent,  approval or authorization of, or
designation,  declaration or filing with, any governmental authority on the part
of the Company is required in connection  with the valid  execution and delivery
of  this  Agreement,  or the  offer,  sale or  issuance  of the  Shares,  or the
consummation of any other transaction  contemplated hereby,  except such filings
as may be  required  to be made  with the SEC and the  National  Association  of
Securities Dealers, Inc.

         3.7  Litigation.  Except as is  disclosed  in the Filed SEC  Documents,
there is no suit, action or proceeding pending against the Company or any of its
subsidiaries that,  individually or in the aggregate,  would (i) have a material
adverse effect on the Company and its subsidiaries taken as a whole, (ii) impair
the ability of the Company to perform its  obligations  under this Agreement and
the Registration  Rights Agreement,  or (iii) prevent the consummation of any of
the transactions contemplated by said agreements.

         3.8      Capitalization.

         (a) As of the date of this Agreement,  the authorized  capital stock of
the Company  consists of  600,000,000  shares of the Common Stock and 25,000,000
shares of  preferred  stock,  par value  $.01 per  share,  of the  Company  (the
'Company Preferred Stock').

         (b) As of November 30, 1998,  there are  approximately  (1) 336,869,859
shares of the Common Stock issued and  outstanding,  (2) no shares of the Common
Stock  held  in the  treasury  of the  Company,  (3) no  shares  of the  Company
Preferred Stock issued and  outstanding,  (4)  406,640,087  shares of the Common
Stock reserved for issuance upon exercise of outstanding stock options issued by
the Company to current or former  employees and directors of the Company and its
subsidiaries,  (5) 506,643,587  shares of the Common Stock reserved for issuance
upon exercise of authorized but unissued stock options and (6) 8,600,000  shares
of the Common Stock  reserved for issuance upon exercise of a warrant  issued to
The Anshutz Family Investment Company, LLC.

         (c) All  outstanding  shares of the Common  Stock are duly  authorized,
validly issued, fully paid and nonassessable, free from any liens created by the
Company with  respect to the  issuance  and delivery  thereof and not subject to
preemptive rights.

         3.9 Registration  Rights. No person has the right to register shares of
Common Stock on a Registration  Statement filed by the Company  pursuant to this
Agreement.


                                    SECTION 4

                 Representations and Warranties of the Purchaser

         The Purchaser hereby represents and warrants to the Company as follows:

         4.1  Organization.  The Purchaser is a corporation  duly  organized and
validly existing and in good standing under the laws of the State of Washington,
with all requisite  corporate  power and authority to own, lease and operate its
properties and to conduct its business as now being conducted.

         4.2  Authority.  All  corporate  action  on the  part of the  Purchaser
necessary for the  authorization,  execution,  delivery and  performance of this
Agreement and the Registration Rights Agreement by the Purchaser has been taken.
This Agreement and the Registration Rights Agreement have been duly executed and
delivered by the Purchaser and constitute legal,  valid and binding  obligations
of the Purchaser, enforceable in accordance with their respective terms, subject
to laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies,  and to limitations of public policy as they may apply
to Section 6 of the Registration Rights Agreement. The execution and delivery of
said agreements do not, and the  consummation of the  transactions  contemplated
hereby and thereby  will not,  conflict  with or result in any  violation of any
obligation under any provision of the Articles of Incorporation or Bylaws of the
Purchaser or any judgment,  order,  decree,  statute,  law,  ordinance,  rule or
regulation applicable to the Purchaser.

         4.3  Investment.  The Purchaser is acquiring the Shares for  investment
for its own account,  not as a nominee or agent,  and not with a view to, or for
resale in connection with, any distribution  thereof. The Purchaser  understands
that the Shares have not been registered under the Securities Act by reason of a
specific exemption from the registration  provisions of the Securities Act which
depends upon, among other things,  the bona fide nature of the investment intent
and the accuracy of the  Purchaser's  representations  and warranties  contained
herein.

         4.4 Disclosure of Information. The Purchaser has had full access to all
information it considers necessary or appropriate to make an informed investment
decision with respect to the Shares to be purchased by the Purchaser  under this
Agreement.  The Purchaser  further has had an  opportunity  to ask questions and
receive  answers  from the Company  regarding  the terms and  conditions  of the
offering of the Shares and to obtain additional  information necessary to verify
any information furnished to the Purchaser or to which the Purchaser had access.

         4.5 Investment Experience.  The Purchaser understands that the purchase
of the Shares  involves  substantial  risk.  The Purchaser has  experience as an
investor in securities of companies and acknowledges that it is able to fend for
itself,  can bear the economic risk of its investment in the Shares and has such
knowledge and experience in financial or business  matters that it is capable of
evaluating the merits and risks of this  investment in the Shares and protecting
its own interests in connection with this investment.

         4.6      Accredited  Investor  Status.  The Purchaser is an 'accredited
investor'  within the meaning of Regulation D promulgated  under the  Securities
Act.

         4.7 Restricted Securities. The Purchaser understands that the Shares to
be  purchased  by the  Purchaser  hereunder  are  characterized  as  'restricted
securities'  under the  Securities  Act inasmuch as they are being acquired from
the Company in a transaction  not involving a public offering and that under the
Securities  Act and applicable  regulations  thereunder  such  securities may be
resold without  registration  under the  Securities Act only in certain  limited
circumstances. The Purchaser is familiar with Rule 144 of the Securities Act, as
presently in effect, and understands the resale limitations  imposed thereby and
by the Securities  Act. The Purchaser  understands  that the Company is under no
obligation  to register any of the Shares sold  hereunder  except as provided in
the Registration Rights Agreement.

         4.8 Governmental  Consent,  etc. In reliance on the  representations of
the Company  contained  herein,  no consent,  approval or  authorization  of, or
designation,  declaration or filing with, any governmental authority on the part
of the Purchaser is required in connection with the valid execution and delivery
of  this  Agreement,  or the  offer,  sale or  issuance  of the  Shares,  or the
consummation of any other transaction  contemplated hereby,  except such filings
as may be  required  to be made  with the SEC and the  National  Association  of
Securities Dealers, Inc.

         4.9 Passive Investor. The Purchaser is acquiring the Shares 'solely for
the  purpose  of  investment'  as  such  phrase  is  defined  in 16  C.F.R.  ss.
801.1(i)(1)  and  the  Purchaser  has  no  intention  of  participating  in  the
formulation,  determination or direction of the basic business  decisions of the
Company.

                                    SECTION 5

                    Conditions to Obligation of the Purchaser

         The  Purchaser's  obligation  to purchase  the Shares at the Closing is
subject to the  fulfillment  on or prior to the  Closing  Date of the  following
conditions:

         5.1  Representations  and Warranties.  Each of the  representations and
warranties of the Company contained in Section 3 will be true and correct on and
as of the date hereof and on and as of the Closing  Date with the same effect as
though such representations and warranties had been made as of the Closing Date.
The  Purchaser  shall have  received a  certificate  signed by an officer of the
Company to such effect on the Closing Date.

         5.2 Covenants.  All covenants,  agreements and conditions  contained in
this  Agreement  to be  performed by the Company on or prior to the Closing Date
shall  have been  performed  or  complied  with in all  material  respects.  The
Purchaser shall have received a certificate  signed by an officer of the Company
to such effect on the Closing Date.

         5.3 No Order  Pending.  There  shall  not then be in  effect  any order
enjoining or restraining the transactions contemplated by this Agreement.

         5.4 No Law Prohibiting or Restricting  Sale of the Shares.  There shall
not be in effect any law, rule or regulation prohibiting or restricting the sale
of the Shares,  or  requiring  any consent or approval of any Person which shall
not have been  obtained  to issue the Shares  with full  benefits  afforded  the
Preferred  Stock  or  the  Common  Stock  into  which  the  Preferred  Stock  is
convertible (except as otherwise provided in this Agreement).

         5.5 Registration Rights Agreement.  The Company shall have executed and
delivered the Registration  Rights Agreement  substantially in the form attached
hereto as Exhibit A.

         5.6 Opinion of Counsel.  The  Purchaser  shall have received an opinion
dated as of the Closing Date of  O'Melveny & Myers LLP,  counsel to the Company,
substantially in the form attached as Exhibit 5.6.

                                    SECTION 6

                     Conditions to Obligation of the Company

         The Company's obligation to sell and issue the Shares at the Closing is
subject to the  fulfillment  on or prior to the  Closing  Date of the  following
conditions:

         6.1 Representations and Warranties.  The representations and warranties
of the  Purchaser  contained  in Section 4 will be true and correct on and as of
the date hereof and on and as of the Closing Date with the same effect as though
such  representations  and  warranties had been made as of the Closing Date. The
Company shall have  received a certificate  signed on behalf of the Purchaser by
an officer of the Purchaser to such effect on the Closing Date.

         6.2 Covenants.  All covenants,  agreements and conditions  contained in
this  Agreement to be performed by the Purchaser on or prior to the Closing Date
shall have been performed or complied with in all material respects. The Company
shall  have  received  a  certificate  signed on behalf of the  Purchaser  by an
officer of the Purchaser to such effect on the Closing Date.

         6.3 No Order  Pending.  There  shall  not then be in  effect  any order
enjoining or restraining the transactions contemplated by this Agreement.

         6.4 No Law  Prohibiting  or Restricting  the Sale of the Shares.  There
shall not be in effect any law, rule or regulation  prohibiting  or  restricting
the sale of the Shares, or requiring any consent or approval of any Person which
shall not have been obtained to issue the Shares with full benefits afforded the
Common Stock (except as otherwise provided in this Agreement).

         6.5 Registration  Rights  Agreement.  The Purchaser shall have executed
and  delivered  the  Registration  Rights  Agreement  substantially  in the form
attached hereto as Exhibit A.

         6.6 Opinion of  Counsel.  The  Company  shall have  received an opinion
dated as of the Closing Date of Preston Gates & Ellis, counsel to the Purchaser,
substantially in the form attached as Exhibit 6.6.


                                    SECTION 7

                           Covenants of the Purchaser

         7.1      Purchase Restrictions.

         (a)  Other  than  pursuant  to the  transactions  contemplated  by this
Agreement, the Purchaser shall not, and shall not cause or permit its affiliates
or any Group (as defined below) including the Purchaser or any of its affiliates
to, acquire  shares of the Common Stock,  which when combined with shares of the
Common Stock then owned by the  Purchaser and its  subsidiaries  would result in
the Purchaser  Beneficially Owning (as defined below) more than 5% of the shares
of  the  Common  Stock  then  issued  and  outstanding,  except  pursuant  to  a
transaction  or series of  transactions  at prices and on terms  approved by the
Board of Directors of the Company.

         (b) Nothing in this  Section 7.1 shall  require  the  Purchaser  or its
subsidiaries to transfer any shares of Common Stock if the aggregate  percentage
ownership of the Purchaser and its  subsidiaries is increased as a result of any
action taken by the Company or its subsidiaries  including,  without limitation,
by reason of any reclassification,  recapitalization, stock split, reverse stock
split, combination or exchange of shares, redemption, repurchase or cancellation
of shares or any other similar transaction.

         7.2  Other   Restrictions.   Neither  the  Purchaser  nor  any  of  its
subsidiaries  shall,  without  the  approval  of the Board of  Directors  of the
Company,  (1) take any action with respect to an acquisition proposal that would
require  the  Company  to make a public  announcement,  (2)  solicit  proxies or
initiate,  or become an active participant in, a solicitation (as such terms are
defined in Regulation 14A under the Exchange Act) with respect to the Company in
opposition to any matter which has been recommended by the Board of Directors of
the Company or in favor of any matter  which has not been  approved by the Board
of Directors of the Company,  (3) become a member of a Group (other than a Group
comprised solely of the Purchaser and its  subsidiaries),  or (4) enter into any
discussions,  negotiations,  arrangements or understandings with any third party
with respect to any of the foregoing.

         7.3 Restrictions on Transfer of Shares.  For a period of two years from
the date of this  Agreement,  the Purchaser  shall not,  directly or indirectly,
offer,  sell,  transfer,  assign,  exchange,  encumber,  pledge,  hypothecate or
otherwise dispose of the Beneficial Ownership of any Shares acquired pursuant to
this  Agreement  except (i) to the Company or any persons or Groups  approved in
writing by the Company,  or (ii) to a corporation  of which the  Purchaser  owns
more  than  50% of the  voting  power  entitled  to be cast in the  election  of
directors (a 'Controlled  Corporation'),  so long as such Controlled Corporation
agrees to hold such  Shares  subject to all the  provisions  of this  Agreement,
including  this Section 7.3, and agrees to transfer such Shares to the Purchaser
or  another  Controlled  Corporation  of  the  Purchaser  if it  ceases  to be a
Controlled Corporation of the Purchaser.  The restrictions in this Section shall
terminate in the event of a 'Change or Control' or 'Insolvency Proceeding.'


                             SECTION 8Miscellaneous
         8.1      Certain Definitions.  As used in this Agreement:

                  (a) The term  'Beneficial  Ownership'  shall have the  meaning
comprehended  by  Section  13(d)(3)  of the  Exchange  Act  and  the  rules  and
regulations promulgated thereunder.

                  (b) The term 'Change of Control' shall mean (i) an acquisition
of Voting Stock by a Person or Group (other than the Company or its  affiliates)
in a purchase or transaction or series of related  purchases or  transactions if
immediately  thereafter  such Person or Group has  Beneficial  Ownership of more
than fifty  percent  (50%) of the combined  voting power of the  Company's  then
outstanding  Voting Stock;  (ii) the  execution of an agreement  providing for a
tender offer, merger, consolidation or reorganization, or series of such related
transactions  involving  the Company,  unless the  stockholders  of the Company,
immediately  after such transaction or transactions are the Beneficial Owners of
at least fifty percent  (50%) of the Voting Stock;  (iii) a change or changes in
the membership of the Company's Board of Directors which represent a change of a
majority or more of such membership  during any twelve month period (unless such
change or changes in  membership  are caused by the actions of the then existing
Board of Directors and do not occur within  twelve  months of the  commencement,
threat or  proposal  of an  Election  Contest  (as such term is  defined in Rule
14a-11  of  Regulation  14A  under  the  Exchange  Act),  tender  offer or other
transaction which would constitute a Change of Control under (i) or (ii) of this
Section  8.1(a));  or (iv) a sale of all or  substantially  all of the Company's
assets.

                  (c) The term 'Group'  shall have the meaning  comprehended  by
Section13(d)(3)  of the Exchange Act and the rules and  regulations  promulgated
thereunder.

                  (d)  The  term  'Insolvency  Proceeding'  shall  mean  (i)  an
assignment  for the  benefit of  creditors,  (ii) the filing by the Company of a
petition  to  have  the  Company  adjudged  insolvent,  bankrupt  or  seeking  a
reorganization or liquidation  under any law relating to bankruptcy,  insolvency
or  receivership,  (iii) an  appointment  of a receiver  or  trustee  for all or
substantially  all of the assets of the  Company  unless  appointed  without the
Company's  consent,  in which case if after sixty (60) days such appointment has
not been vacated or stayed,  (iv) a public admission in writing of the Company's
inability  to pay its debts as they come due,  or (v) the  adoption of a plan of
liquidation or dissolution by the Board of Directors of the Company.

                  (e) The  term  'Person'  shall  mean any  person,  individual,
corporation,   partnership,  trust  or  other  non-governmental  entity  or  any
governmental agency, court,  authority or other body (whether foreign,  federal,
state, local or otherwise).

                  (f) The term  'Voting  Stock'  means the Common  Stock and any
other securities  issued by the Company having the ordinary power to vote in the
election of directors of the Company  (other than  securities  having such power
only upon the happening of a contingency).



         8.2 Best Efforts.  Each of the Company and the Purchaser  shall use its
best  efforts to take all actions  required  under any law,  rule or  regulation
adopted  subsequent  to the date  hereto to ensure  that the  conditions  to the
Closing set forth herein are satisfied on or before the Closing Date.

         8.3 Governing Law. This Agreement  shall be governed in all respects by
the internal laws of the State of New York as applied to contracts  entered into
solely between  residents of, and to be performed  entirely within,  such state,
and without reference to principles of conflicts of laws or choice of laws.

         8.4  Survival;   Termination  of  Covenants.  The  representations  and
warranties in Sections 3 and 4 of this  Agreement  shall not survive the Closing
except for the  representations  and  warranties  in Sections  4.3,  4.7 and 4.9
hereof,  which shall continue to survive.  The covenants of the Purchaser  under
Sections 7.1 and 7.2 hereof  shall  terminate on the earlier of (A) such time as
officers,  directors and affiliates of the Company have Beneficial  Ownership of
less than  thirty-three  percent  (33%) of the voting  power of the  outstanding
Voting  Stock,  (B)  the  disposal  by  Purchaser  of  all of  the  Shares,  (C)
termination  of that  certain  Master  Agreement  between  Qwest  Communications
Corporation  and Purchaser  dated as of the date of this  Agreement,  or (D) the
fifth  anniversary of this Agreement.  Section 7.3 shall terminate on the second
anniversary of this Agreement.

         8.5  Successors and Assigns.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

         8.6 Entire  Agreement;  Amendment.  This Agreement and the Registration
Rights  Agreement  constitute  the full and entire  understanding  and agreement
between the parties  with  regard to the subject  matter  hereof and thereof and
supersede all prior agreements and understandings  among the parties relating to
the subject  matter  hereof.  Neither this  Agreement nor any term hereof may be
amended,  waived,  discharged or terminated  other than by a written  instrument
signed by the party  against whom  enforcement  of any such  amendment,  waiver,
discharge or termination is sought.

         8.7 Notices.  All notices,  requests,  demands or other  communications
which are required or may be given pursuant to the terms of this Agreement shall
be in writing  and shall be deemed to have been duly  given:  (i) on the date of
delivery if  personally  delivered  by hand,  (ii) upon the third day after such
notice is (a)  deposited in the United  States mail,  if mailed by registered or
certified mail,  postage  prepaid,  return receipt  requested,  or (b) sent by a
nationally  recognized  overnight  express  courier,  or (iii) by facsimile upon
written  confirmation  (other than the automatic  confirmation  that is received
from the  recipient's  facsimile  machine) of receipt by the  recipient  of such
notice:

                  (a)      if to the Company, to it at:

                           Qwest Communications International Inc.
                           700 Qwest Tower
                           555 Seventeenth Street
                           Denver, CO  80202
                           Facsimile Number:  (303) 992-1772
                           Attention: Chief Financial Officer

               with a copy  addressed  as set forth  above but to the  attention
of General  Counsel  Facsimile Number:  (303) 992-1044

               and with an additional copy to:

                           Steven L. Grossman
                           O'Melveny & Myers LLP
                           1999 Avenue of the Stars
                           Los Angeles, California 90067-6035
                           Facsimile Number:  (310) 246-6779

                  (b)      if to the Purchaser, to it at:

                           Microsoft Corporation
                           One Microsoft Way
                           Building 8 North Office 2211
                           Redmond, WA  98052
                           Attention:  Chief Financial Officer
                           Facsimile Number:  (425) 936-7369

              with a copy  addressed as set forth above but to the  attention of
General  Counsel,  Finance and Administration, Facsimile Number: (425) 869-1327

                  with a copy to:

                           Richard B. Dodd
                           Preston Gates & Ellis LLP
                           5000 Columbia Center
                           701 Fifth Avenue
                           Seattle, WA 98104-7078
                           Facimile Number:  (206) 623-7022

         8.8  Brokers.  (a)  The  Company  has  not  engaged,  consented  to  or
authorized any broker, finder or intermediary to act on its behalf,  directly or
indirectly,  as  a  broker,  finder  or  intermediary  in  connection  with  the
transactions  contemplated  by this  Agreement.  The  Company  hereby  agrees to
indemnify and hold harmless the Purchaser from and against all fees, commissions
or other payments owing to any party acting on behalf of the Company hereunder.

                  (b) The Purchaser has not engaged,  consented to or authorized
any broker, finder or intermediary to act on its behalf, directly or indirectly,
as a  broker,  finder  or  intermediary  in  connection  with  the  transactions
contemplated  by this  Agreement.  The Purchaser  hereby agrees to indemnify and
hold  harmless  the  Company  from and against  all fees,  commissions  or other
payments owing to any party acting on behalf of the Purchaser hereunder.

         8.9 Fees, Costs and Expenses.  All fees, costs and expenses  (including
attorneys' fees and expenses) incurred by either party hereto in connection with
the   preparation,   negotiation   and  execution  of  this  Agreement  and  the
Registration   Rights   Agreement  and  the  consummation  of  the  transactions
contemplated hereby and thereby, shall be the sole and exclusive  responsibility
of such party.

         8.10 Severability.  If any term, provision,  covenant or restriction of
this  Agreement  or the  Registration  Rights  Agreement  is held by a court  of
competent  jurisdiction to be invalid,  void or unenforceable,  the remainder of
the terms, provisions,  covenants and restriction of this Agreement shall remain
in  full  force  and  effect  and  shall  in no way  be  affected,  impaired  or
invalidated.

         8.11  Counterparts.  This  Agreement  may be  executed  in two or  more
partially or fully executed  counterparts  and by facsimile  signatures  each of
which shall be deemed an original and shall bind the signatory, but all of which
together  shall  constitute but one and the same  instrument.  The execution and
delivery of a  Signature  Page - Common  Stock  Purchase  Agreement  in the form
attached to this Agreement by any party hereto who shall have been furnished the
final form of this Agreement shall constitute the execution and delivery of this
Agreement by such party.

         8.12 Initial Public  Announcement.  The Company and the Purchaser shall
agree on the form and content of the initial public  announcement which shall be
made concerning  this Agreement and the  Registration  Rights  Agreement and the
transactions  contemplated  hereby and thereby,  and neither the Company nor the
Purchaser shall make such public announcement  without the consent of the other,
except as required by law.



                 SIGNATURE  PAGE--COMMON  STOCK  PURCHASE  AGREEMENT  

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective authorized officers as of the date set forth above.

                                 MICROSOFT CORPORATION,
                                 a Washington corporation


                                 By: /s/ Gregory B. Maffei      
                                 Name: Gregory B. Maffei                       
                                 Title: Vice President and Chief Financial
                                        Officer                         


                                QWEST COMMUNICATIONS INTERNATIONAL INC.,
                                 a Delaware corporation


                                 By: /s/ Robert S. Woodruff
                                 Name:  Robert S. Woodruff
                                 Title: Executive Vice President - Finance and 
                                        Chief Financial Officer