EXHIBIT 99.1 QWEST COMMUNICATIONS INTERNATIONAL INC. ---------------- PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 5, 1998 ---------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Joseph P. Nacchio and Robert S. Woodruff, officers of Qwest Communications International Inc. (the "Company"), with full power of substitution, his or her proxy to represent and vote, as designated below, all shares of the Company registered in the name of the undersigned, with the powers the undersigned would possess if personally present at the Company's Special Meeting of Stockholders to be held at 10:00 a.m., local time, on Friday, June 5, 1998 at the Hyatt Regency Denver, Hyatt Conference Center, 1750 Welton Street, Denver, Colorado and at any postponement, continuation or adjournment thereof, hereby revoking all proxies previously given with respect to the Special Meeting. 1. Approval of the issuance (the "Qwest Share Issuance") of Qwest common stock, par value $.01 per share (the "Qwest Common Stock"), pursuant to an Agreement and Plan of Merger dated as of March 8, 1998, as the same may be amended from time to time (the "Merger Agreement"), by and among Qwest, Qwest 1998-L Acquisition Corp., a wholly owned subsidiary of Qwest, and LCI International, Inc. [_] FOR [_] AGAINST [_] ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL 2. To consider and vote upon a proposal to amend Qwest's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Qwest Common Stock from 400,000,000 shares to 600,000,000 shares (the "Qwest Certificate Amendment"). [_] FOR [_] AGAINST [_] ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN, OR IF NO DIRECTION IS GIVEN, WILL BE VOTED IN FAVOR OF THE APPROVAL OF THE QWEST SHARE ISSUANCE AND THE QWEST CERTIFICATE AMENDMENT. Date: , 1998 _____________________________________ Signature _____________________________________ Signature if held jointly PLEASE DATE AND SIGN ABOVE exactly as name(s) appear on your share certificate, and return this proxy promptly in the envelope provided. Executors, administrators, trustees, guardians, etc., should indicate capacity when signing. For stock held in joint tenancy, each joint owner should sign. [_] PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING