Securities Purchase Agreement - Qwest Communications International Inc. and BellSouth Corp.


                          SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement (this "AGREEMENT") is entered into
as of January 16, 2001, by and between QWEST COMMUNICATIONS INTERNATIONAL INC.,
a Delaware corporation ("QCI"), and BELLSOUTH CORPORATION, a Georgia corporation
("BSC"). QCI and BSC are herein sometimes collectively referred to as the
"PARTIES."

                                    AGREEMENT

         NOW, THEREFORE, the Parties, in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, covenant and agree with each other as follows:

1. DEFINITIONS. Unless otherwise defined herein the following terms have the
following meanings:

         "AFFILIATE" means a Person that directly, or indirectly through one or
more intermediaries, is controlled by, or is under common control with, a
specified Person, or any Person in which a specified Person owns directly or
indirectly more than a 10% equity interest. The term "control" (including, with
correlative meanings, the terms "controlled by" and "under common control with")
means the possession of power to direct the management and policies of the
referenced Person, whether through ownership interests, by contract or
otherwise.

         "BSC AFFILIATE" means any Affiliate of BSC.

         "BSC SHARES" means the shares of QCI's common stock (as such shares may
be adjusted in the event of stock dividends, split ups, reverse split ups,
mergers, recapitalizations, subdivisions, exchanges of shares or the like) ("QCI
Stock") owned by BSC on the date hereof.

         Capitalized terms used herein without definitions have the meanings
ascribed to such terms in the Master Agreement dated as of April 19, 1999
between Qwest Communications Corporation and BellSouth Value Added Services
Holdings, Inc., as amended to the date hereof (the "Master Agreement"), and in
the QCI Stock Purchase Agreement, as applicable.

2. AGREEMENT TO PURCHASE AND SELL SHARES. Subject to the terms and conditions
contained herein, BSC hereby agrees to sell to QCI and QCI hereby agrees to
purchase from BSC, 22,222,222 (the "Shares") of the 74,000,000 BSC Shares, at a
price equal to $45.00 per share for an aggregate purchase price of
$1,000,000,000 (the "Purchase Price"). The closing and the purchase and sale of
the Shares (the "Closing") shall be held at the offices of BSC at 11:00 a.m. EST
on the date hereof. At the closing, BSC will deliver to QCI one or more
certificate(s) for the BSC Shares with a duly executed stock power in favor of
QCI for the Shares, against payment of the aggregate Purchase Price by wire
transfer of immediately available funds to an account designated by BSC. QCI
will, as soon as practicable after the Closing, cause its transfer agent (i) to
place 4,705,143 of the BSC Shares in an uncertificated "restricted stop"
account, and (ii) to deliver 6 new certificates in the aggregate amount of
47,072,635 of the BSC Shares subject to the legends required under the Common
Stock Purchase Agreement dated as of April 19, 1999 between BellSouth
Enterprises, Inc. and QCI (the "QCI Stock Purchase Agreement") as well as a
legend as follows:

         "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 January 16, 2001, between the Company
         and BellSouth Corporation, a copy of which may be obtained at no cost
         by written request 


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         made by the holder of record of this certificate to the secretary of
         the Company at the Company's principal executive offices."

QCI agrees to remove the above legend at such time as the BSC Shares may be
transferred in compliance with the first sentence of paragraph 5A of this
Agreement.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BSC. BSC hereby represents,
warrants and covenants to QCI as follows:

         A. BSC is a corporation duly incorporated and validly existing and in
good standing under the laws of the state of Georgia and has all necessary
corporate power and authority to enter into this Agreement and to transfer the
BSC Shares in accordance with the terms of this Agreement at the Closing (such
BSC Shares collectively referred to as the "Transfer BSC Shares"), and this
Agreement constitutes the legally valid and binding obligation of BSC
enforceable against it in accordance with its terms.

         B. BSC beneficially owns and has the unrestricted right (other than as
such right may be restricted by the Securities Act of 1933 as amended (the
"Securities Act")) to transfer the Transfer BSC Shares, free and clear of all
liens, claims, charges and other encumbrances (other than any restrictions under
the QCI Stock Purchase Agreement). Upon completion of the Closing QCI will be
the legal and beneficial owner of the Transfer BSC Shares, free and clear of all
liens, claims, charges, transfer restrictions and other encumbrances (other than
any restrictions under the Securities Act and the QCI Stock Purchase Agreement).

         C. The execution and delivery by BSC of this Agreement and the
performance by BSC of its obligations hereunder, have been duly authorized by
all necessary corporate action and do not and will not contravene, violate,
result in a breach of or constitute a default under (i) its articles of
incorporation or bylaws, (ii) any regulation of any governmental entity or any
decision, ruling, order, or award of any court or any arbitrator applicable to
it or any of its properties, or (iii) any agreement that BSC is a party to or by
which it or any of its properties may be bound or affected.

4. REPRESENTATIONS AND WARRANTIES OF QCI. QCI hereby represents and warrants to
BSC as follows:

         A. QCI is a corporation duly incorporated and validly existing and in
good standing under the laws of the state of Delaware, and has all necessary
corporate power and authority to enter into this Agreement and perform its
obligations hereunder, including to purchase Transfer BSC Shares from BSC to be
transferred on the date hereof under the terms described herein; and this
Agreement constitutes the legally valid and binding obligation of QCI
enforceable against it in accordance with its terms.

         B. The execution and delivery by QCI of this Agreement and the
performance by QCI of its obligations hereunder, have been duly authorized by
all necessary corporate action and do not and will not contravene, violate,
result in a breach of or constitute a default under (i) its articles of
incorporation or bylaws, (ii) any regulation of any governmental entity or any
decision, ruling, order or award of any court or arbitrator applicable to it or
any of its properties, or (iii) any agreement that QCI is a party to or by which
it or any of its properties may be bound or affected.

5. COVENANTS WITH RESPECT TO BSC SHARES.

         A. Until the earliest of (i) the date of termination of the Master
Agreement by Qwest (other than pursuant to Section 4.2(a) or 4.2(c) (with
respect to an event relating to Vasco or its Controlled Affiliate) of the Master
Agreement) and (ii) with respect to (x) 11,111,111 BSC Shares, February 16,
2001, and (y) 40,666,667 BSC Shares, January 16, 2002 and (iii) the happening of
any event giving rise to early termination in Section 7.4 of the QCI Stock
Purchase Agreement, BSC shall not, and shall not cause or permit its
subsidiaries or any


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Group, including BSC or any of its subsidiaries, to, directly or indirectly,
Transfer any BSC Shares, other than a transfer permitted by Section 7.2(b)(1) or
(2) of the QCI Stock Purchase Agreement or a Transfer contemplated by this
Agreement or by the Services Purchase Agreement entered into as of the date
hereof by and between QCI and BSC. Effective at the Closing, the QCI Stock
Purchase Agreement shall hereby be amended to provide that the transfer
restrictions contained in Section 7.2(d) thereof (as modified by Section 8.1(l))
shall remain in effect from the termination of the restrictions with respect to
any BSC Shares contained in this Section until June 1, 2004.

         B. The certificates evidencing the Transfer BSC Shares will be properly
endorsed for transfer to, or accompanied by, a duly executed stock power in
favor of QCI. BSC will pay any transfer or recordation taxes payable with
respect to the transfer of the Transfer BSC Shares.

6. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the state of New York without regard to conflicts of
law principles.

7. NO THIRD PARTY BENEFICIARIES. This Agreement does not provide and is not
intended to provide third parties (including, but not limited to, customers of
BSC and BSC Affiliates) with any remedy, claim, liability, reimbursement, cause
of action, or any other right.

8. ASSIGNMENT. This Agreement and all of the provisions hereof will be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither party may assign, transfer or convey
by operation of law or otherwise its rights or obligations hereunder. Any
assignment, transfer or other disposition by either Party that is in violation
of this Section shall be absolutely null and void ab initio.

9. NOTICES. Each notice, demand, certification or other communication given or
made under this Agreement will be in writing and will be delivered by hand or
sent by registered mail or by facsimile transmission to the address of the
respective Party as shown below (or such other address as may be designated in
writing to the other party hereto in accordance with the terms of this Section):

         If to QCI:        Qwest Communications International Inc.
                           1801 California Street
                           Denver, Colorado  80202
                           Attn:  Chief Financial Officer

                           With a copy addressed as set forth above, but to the
                           attention of General Counsel

         If to BSC:        BellSouth Corporation
                           1155 Peachtree Street, N.E.
                           Atlanta, Georgia 30309-3610
                           Attn: [Withheld]

                           With a copy addressed as set forth above but to the 
                           attention of [Withheld]

         Any change to the name, address and facsimile numbers may be made at
any time by giving fifteen (15) days prior written notice in accordance with
this Section. Any such notice, demand or other communication will be deemed to
have been received, if delivered by hand, at the time of delivery or, if posted,
at the expiration of five (5) Business Days after the date of mailing, or, if
sent by facsimile, on the next Business Day following the day of sending.


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10. SEVERABILITY. If any provision of this Agreement is determined to be
invalid, illegal or unenforceable, such provision will be deemed to be deleted
from this Agreement and the remaining provisions will continue in full force and
effect.

11. HEADINGS. The Section headings of this Agreement are for convenience of
reference only and are not intended to restrict, affect or influence the
interpretation or construction of provisions of such Section.

12. TELECOPY/COUNTERPARTS. This Agreement and any amendment hereto or any
document delivered pursuant hereto may be executed by telecopy in counterparts,
each of which when executed and delivered will be deemed an original. Such
counterparts will together (as well as separately) constitute one and the same
instrument. Any execution by telecopy will be followed promptly by signed
original counterparts.

13. ENTIRE AGREEMENT. This Agreement supersedes all prior or written
understandings between the parties hereto and constitutes the entire agreement
with respect to the subject matter herein and therein. This Agreement will not
be modified or amended except by a writing signed by authorized representatives
of the parties hereto.

14. DISPUTES. All disputes arising under or relating to this Agreement or the
subject matter hereof shall be referred and resolved in accordance with Section
1.7 and 6.2 of the Master Agreement as if a "Dispute" thereunder, provided that
upon termination of the Master Agreement, such disputes will be submitted first
to the Executives and Section 1.7(c) shall be replaced by the following:

         (c) If the Senior Executive Officers are unable to resolve any such
         Dispute within such thirty-day period, it shall be deemed a "Section
         6.2 Dispute" and either party may invoke the provisions of Section 6.2
         of this Master Agreement.

15. PUBLICITY. BSC and QCI will agree on the form and content of the initial
public announcement to be made concerning this Agreement and the transactions
contemplated hereby, and neither BSC nor QCI shall make such public announcement
without the consent of the other, except as required by law.

16. LIMITATION OF LIABILITY. In no event will BSC or QCI be liable to the other
hereunder for consequential, incidental, indirect or special damages, including,
but not limited to, loss of revenue, loss of business opportunity, or the costs
associated therewith.

17. FEES AND EXPENSES. Each of BSC and QCI agrees to pay its own expenses and
disbursements incident to the performance of its obligations hereunder.


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         IN WITNESS WHEREOF, the Parties have executed this Agreement effective
on the date first written above.

BELLSOUTH CORPORATION


By:  
     ------------------------------
         Name:
         Title:


QWEST COMMUNICATIONS INTERNATIONAL INC.


By:  
     ------------------------------
         Name:
         Title:


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