EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Colorado corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement, including a related prospectus (all effectively
referred to as the "Registration Statement") for the registration of
guarantees by the Company (the "Guarantees"), in conjunction with a
registration by U S West Capital Funding, Inc. ("Capital Funding") and/or
another special purpose company to be organized by the Company ("Special
Purpose Company") of up to $1,000,000,000 of Subordinated Debt Securities
(the "Debt Securities") and/or Preferred Equity Securities (the "Equity
Securities" and, together with the Debt Securities, the "Securities"); and
WHEREAS, each of the undersigned is a Director of the Company;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, CHARLES J. BURDICK, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and each
of them, as attorneys for him or her and in his or her name, place, and stead,
and in each capacity as a Director of the Company, to execute and file such
Registration Statement, including the related prospectus, and thereafter to
execute and file any amended registration statement or statements and amended
prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite
and necessary to be done in and about the premises as fully, to all intents
and purposes, as he or she might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF. each of the undersigned has executed this Power of
Attorney this 3rd day of February, 1995.
/s/ Richard B. Cheney /s/ Allen F. Jacobson
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Richard B. Cheney Allen F. Jacobson
/s/ Remedios Diaz-Oliver /s/ Marilyn C. Nelson
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Remedios Diaz-Oliver Marilyn C. Nelson
/s/ Grant A. Dove /s/ Frank Popoff
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Grant A. Dove Frank Popoff
/s/ Allan D. Gilmour /s/ Glen L. Ryland
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Allan D. Gilmour Glen L. Ryland
/s/ Pierson M. Grieve /s/ Jerry O. Williams
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Pierson M. Grieve Jerry O. Williams
/s/ Shirley M. Hufstedler /s/ Daniel Yankelovich
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Shirley M. Hufstedler Daniel Yankelovich
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST, Inc., a Colorado corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
Registration Statement, including a related prospectus (all effectively
referred to as the "Registration Statement") for the registration of
guarantees by the Company (the "Guarantees"), in conjunction with a
registration by U S WEST Capital Funding, Inc. ("Capital Funding") and/or
another special purpose company to be organized by the Company ("Special
Purpose Company") of up to $1,000,000,000 of Subordinated Debt Securities
(the "Debt Securities") and/or Preferred Equity Securities (the "Equity
Securities" and, together with the Debt Securities, the "Securities"); and
WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES
T. ANDERSON, CHARLES J. BURDICK, BARBARA M. JAPHA, AND STEPHEN E. BRILZ, and
each of them, as attorneys for him and in his name, place, and stead, and in
each capacity with the Company, to execute and file such Registration
Statement, including the related prospectus, and thereafter to execute and
file any amended registration statement or statements and amended prospectus
or prospectuses or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 3rd day of February, 1995.
/s/ Richard D. McCormick /s/ James M. Osterhoff
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Richard D. McCormick James M. Osterhoff
Chairman of the Board, Executive Vice President and
Chief Executive Officer and President Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, U S WEST Capital Funding, Inc., a Colorado corporation
(hereinafter referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the Securities
Act of 1933, as amended, a Registration Statement, including a related
prospectus (all effectively referred to as the "Registration Statement") for
the registration of $1,000,000,000 of subordinated debt and/or guarantees to
be issued by the Company in conjunction with a registration by certain
special purpose companies to be organized by U S WEST, Inc. of up to
$1,000,000,000 of subordinated debt securities and/or preferred equity
securities; and
WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints JAMES T.
ANDERSON, CHARLES J. BURDICK, BARBARA M. JAPHA, and STEPHEN E. BRILZ, and
each of them, as attorneys for him and in his name, place and stead, and in
each capacity with the Company, to execute and file such Registration
Statement, including the related prospectus, and thereafter to execute and
file any amended registration statement or statements and amended prospectus
or prospectuses or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virture hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 3rd day of February, 1995.
/s/ James T. Anderson /s/ James M. Osterhoff
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James T. Anderson James M. Osterhoff
President and Director Director
/s/ Charles J. Burdick /s/ James R. Taucher
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Charles J. Burdick James R. Taucher
Vice President and Treasurer Vice President and Controller