Voting Agreement - U S West Inc.


                                VOTING AGREEMENT

     Agreement dated as of July 18, 1999 among each of the shareholders listed
on the signature page hereto (each, a 'Shareholder') and U S WEST, Inc., a
Delaware corporation (the 'Company').

     (A) Capitalized terms used herein and not otherwise defined shall have the
meaning assigned such terms in the Agreement and Plan of Merger dated as of
July 18, 1999 between the Company and Qwest Communications International Inc.
('Qwest') (the 'Merger Agreement').

     (B) U S WEST has agreed to enter into the Merger Agreement only if the
parties hereto enter into this Voting Agreement.

     Accordingly, the parties hereto agree as follows:

     1. Representations and Warranties of Each Shareholder. Each Shareholder
hereby represents and warrants, severally and not jointly, to the Company, with
respect to itself, as follows:

     (a) Title. As of July 12, 1999, such Shareholder beneficially owns the
number of shares, or warrants to acquire such shares, as the case may be, set
forth after such Shareholders name on Exhibit A attached hereto, of common
stock, $0.01 par value per share, of Qwest (with respect to each Shareholder,
the shares of common stock of Qwest beneficially owned by such Shareholder or
warrants to acquire common stock of Qwest beneficially owned by such
Shareholder, or shares of common stock of Qwest into which options or warrants
beneficially owned by such Shareholder is exercisable, as the case may be,
specified after such Shareholders name on Exhibit A hereto shall be referred to
herein as the 'Shares'). Such Shareholder owns the Shares free and clear of all
liens, claims, options, charges or other encumbrances.

     (b) Right to Vote. Such Shareholder has (subject only in the case of
warrants or options to the exercise of such warrants or options into shares of
common stock of Qwest) full legal power, authority and right to vote all Shares
in favor of approval and adoption of the Merger Agreement and the transactions
contemplated by the Merger Agreement without the consent or approval of, or any
other action on the part of, any other person or entity. Without limiting the
generality of the foregoing, except for this Agreement or as otherwise
permitted by this Agreement, such Shareholder has not entered into any voting
agreement with any person or entity with respect to any Shares, granted any
person or entity any proxy (revocable or irrevocable) or power of attorney with
respect to any Shares, deposited any Shares in a voting trust or entered into
any arrangement or agreement with any person or entity limiting or affecting
its legal power, authority or right to vote the Shares in favor of the
transactions contemplated by the Merger Agreement. As of the date of the Qwest
Stockholders Meeting, except for this Agreement or as otherwise permitted by
this Agreement and, with respect to warrants or options





which constitute Shares, subject only to the exercise of such warrants or
options into shares of common stock of Qwest, such Shareholder will have full
legal power, authority and right to vote all Shares beneficially owned by such
Shareholder in favor of the approval of the transactions contemplated by the
Merger Agreement without the consent or approval of, or any other action on the
part of, any other person or entity. From and after the date hereof, except as
otherwise permitted by this Agreement, such Shareholder will not commit any act
that could restrict or otherwise affect such legal power, authority and right
to vote all Shares in favor of the transactions contemplated by the Merger
Agreement. Without limiting the generality of the foregoing, except as
otherwise permitted by this Agreement, from and after the date hereof, such
Shareholder will not enter into any voting agreement with any person or entity
with respect to any of the Shares, grant any person or entity any proxy
(revocable or irrevocable) or power of attorney with respect to any of the
Shares, deposit any of the Shares in a voting trust or otherwise enter into any
agreement or arrangement limiting or affecting such Shareholders legal power,
authority or right to vote the Shares in favor of the approval of the
transactions contemplated by the Merger Agreement (other than this Agreement).

     (c) Authority. Such Shareholder has full legal power, authority and right
to execute and deliver, and to perform its obligations under, this Agreement.
This Agreement has been duly and validly executed and delivered by such
Shareholder and constitutes a valid and binding agreement of such Shareholder
enforceable against such Shareholder in accordance with its terms, subject to
(i)bankruptcy, insolvency, moratorium and other similar laws now or hereafter
in effect relating to or affecting creditors rights generally and (ii)general
principles of equity (regardless of whether considered in a proceeding at law
or in equity).

     (d) Conflicting Instruments. Neither the execution and delivery of this
Agreement nor the performance by such Shareholder of its agreements and
obligations hereunder will result in any breach or violation of, or be in
conflict with or constitute a default under, any term of any agreement,
judgment, injunction, order, decree, law, regulation or arrangement to which
such Shareholder is a party or by which such Shareholder (or any of its assets)
is bound, except for any such breach, violation, conflict or default which,
individually or in the aggregate, would not impair or affect such Shareholders
ability to perform its obligations under this Agreement.

     2. Restriction on Transfer; Other Restrictions. Such Shareholder shall not
transfer (as defined below) record ownership or beneficial ownership, or both,
of any Shares, except in each case to the extent permitted below. Such
Shareholder may transfer record ownership or beneficial ownership, or both, of
any Shares, and the Shares so transferred shall cease to be subject to this
Agreement; provided that if, as a result of such transfer, less than the
Minimum Amount (as defined below) would be subject to this Agreement, then the
Person to whom record ownership or beneficial ownership, or both, of such
transferred shares shall be transferred shall execute and deliver to the
Company an agreement reasonably acceptable to the Company by which such
transferee agrees that such transferred shares shall be Shares that are subject
to this Agreement and agrees to be bound by Sections 2, 3 and 4 of this
Agreement with respect to such transferred shares. For the purposes of this
Agreement, the term (x) 'transfer' means a sale, an assignment, a grant, a
transfer, a pledge, the creation of a lien or other disposition of any Shares
or any interest of any nature in any Shares, including, without limitation, the
beneficial ownership of such Shares and (y) 'Minimum Amount' means

                                      -2-




250,000,000 shares of Qwest Common Stock; provided that if prior to the
termination of this Agreement the number of outstanding shares of Qwest Common
Stock shall be changed into a different number of shares by reason of any
reclassification, recapitalization, split-up, combination or exchange of
shares, or if any dividend payable in stock or other securities shall be
declared on the Qwest common stock with a record date prior to the date of
termination of this Agreement, then the Minimum Amount shall be adjusted
accordingly.

     (a) Notwithstanding anything in this Agreement to the contrary, such
Shareholder may pledge, or otherwise grant security in respect of, any Shares
held by such Shareholder in connection with any bona fide lending or hedging or
other financing transaction entered into by such Shareholder and, upon any
foreclosure or other exercise of remedies in respect of such Shares, none of
the restrictions under this Agreement shall apply to such Shares or any Person
exercising such remedies or acquiring any interest in such Shares.

     (b) Except as otherwise specifically provided herein, such Shareholder
further agrees not to take any action which may reasonably be expected to
effect, change or manipulate the trading prices of Qwest common stock.

     3. Agreement to Vote of Shareholder. Such Shareholder hereby irrevocably
and unconditionally agrees to vote or to cause to be voted all Shares at the
Qwest Stockholders Meeting and at any other annual or special meeting of
shareholders of Qwest or action by written consent where such matters arise
(a)in favor of the adoption of the Merger Agreement and the transactions
contemplated by the Merger Agreement, (b) against (i) approval of any proposal
made in opposition to or in competition with the Merger or any of the other
transactions contemplated by the Merger Agreement, (ii) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of Qwest or any of its subsidiaries, with or
involving any party other than the Company, (iii) any liquidation or winding up
of Qwest, (iv) any extraordinary dividend by Qwest, (v) any change in the
capital structure of Qwest (other than pursuant to the Merger Agreement) and
(vi) any other action that may reasonably be expected to impede, interfere with,
delay, postpone or attempt to discourage the Merger or the other transactions
contemplated by the Merger Agreement or result in a breach of any of the
covenants, representations, warranties or other obligations or agreements of
Qwest under the Merger Agreement which would materially and adversely affect
Qwest or its ability to consummate the transactions contemplated by the Merger
Agreement and (c) in favor of the election of directors of Qwest, as the
surviving corporation, contemplated by Section 2.07 of the Merger Agreement at
each meeting of the stockholders of Qwest, as the surviving corporation, where
such directors are nominated subsequent to the Effective Time. The obligations
of the Shareholders specified in this Section 3 shall apply whether or not the
Board of Directors of Qwest makes a Qwest Subsequent Determination.

     4. Satisfaction of Conditions to the Mergers. Each of the Shareholders
shall assist and cooperate with the parties to the Merger Agreement in doing
all things necessary, proper or advisable under applicable law as promptly as
practicable to consummate and make effective the Mergers and the other
transactions contemplated by the Merger Agreement and such Shareholder shall
not take any action that would or is reasonably likely to result in any of the
representations and warranties set forth in this Agreement being untrue or in
any of the conditions set forth in Article 7 of the Merger Agreement not being
satisfied.


                                      -3-




     5. Invalid Provisions. If any provision of this Agreement shall be invalid
or unenforceable under applicable law, such provision shall be ineffective to
the extent of such invalidity or unenforceability only, without it affecting
the remaining provisions of this Agreement.

     6. Additional Shares. If, after the date hereof, such Shareholder acquires
beneficial ownership of any additional shares of capital stock of Qwest (any
such shares, 'Additional Shares'), including, without limitation, upon exercise
of any option, warrant or right to acquire Shares of capital stock of Qwest or
through any stock dividend or stock split, the provisions of this Agreement
applicable to the Shares shall be applicable to such Additional Shares as if
such Additional Shares had been Shares as of the date hereof. The provisions of
the immediately preceding sentence shall be effective with respect to
Additional Shares without action by any person or entity immediately upon the
acquisition by any Shareholder of beneficial ownership of such Additional
Shares.

     7. Executed in Counterparts. This Agreement may be executed in
counterparts each of which shall be an original with the same effect as if the
signatures hereto and thereto were upon the same instrument.

     8. Specific Performance. The parties hereto agree that if for any reason
any Shareholder fails to perform any of its agreements or obligations under
this Agreement irreparable harm or injury to the Company would be caused if or
which money damages would not be an adequate remedy. Accordingly, such
Shareholder agrees that, in seeking to enforce this Agreement against such
Shareholder, the Company shall be entitled, in addition to any other remedy
available at law, equity or otherwise, to specific performance and injunctive
and other equitable relief. The provisions of this Section 8 are without
prejudice to any other rights or remedies, whether at law or in equity, that
the Company may have against such Shareholder for any failure to perform any of
its agreements or obligations under this Agreement.

     9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.

     10. Amendments; Termination.(a) This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto.

     (b) The provisions of this Agreement (other than Section 3(c)) shall
terminate upon the earliest to occur of (i)the consummation of the Merger,
(ii)the date which is two years after the date hereof, (iii)the termination of
the Merger Agreement if, but only if, the Merger Agreement is terminated solely
for reasons that are not directly or indirectly related to the commencement of,
or any Persons direct or indirect indication of interest in making, a Qwest
Superior Proposal or (iv)the termination of the Merger Agreement by U S WEST.
Section 3(c) of this Agreement shall terminate on the date which is three years
after the date hereof.

     (c) For purposes of this Agreement, the term 'Merger Agreement' includes
the Merger Agreement, as the same may be modified or amended from time to time,
other than a

                                      -4-




modification or amendment to the Merger Agreement changing the Merger
Consideration or otherwise materially adversely affecting the rights of Qwest
shareholders.

     11. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective legal successors (including, in the case of such Shareholder or any
other individual, any executors, administrators, estates, legal representatives
and heirs of such Shareholder or such individual) and permitted assigns;
provided that, except as otherwise provided in this Agreement, no party may
assign, delegate or otherwise transfer any of its rights or obligations, under
this Agreement.


                                      -5-




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this 18th day of July, 1999.


                                    U S WEST, INC.



                                    By: /s/ Solomon D. Trujillo
                                        ----------------------------------
                                       Name: Solomon D. Trujillo
                                             -----------------------------
                                       Title: Chairman, President and
                                              Chief Executive Officer
                                              ----------------------------



                                    ANSCHUTZ FAMILY INVESTMENT COMPANY LLC



                                    By: /s/ Craig D. Slater
                                        ----------------------------------
                                       Name: Craig D. Slater
                                             -----------------------------
                                       Title: Executive Vice President 
                                              -----------------------------



                                    ANSCHUTZ COMPANY



                                    By: /s/ Craig D. Slater
                                        ----------------------------------
                                       Name: Craig D. Slater
                                             -----------------------------
                                       Title: Executive Vice President 
                                              -----------------------------







                                                                       EXHIBIT A





Shareholder Name                                Amount of Shares
----------------                                ----------------


Anshutz Company                                 287,089,328


Anschutz Family Investment                      17,200,000 shares issuable
Company LLC                                     upon exercise of a warrant