EXHIBIT 99.2
[LOGO] LCI INTERNATIONAL(R)
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WORLDWIDE TELECOMMUNICATIONS
LCI INTERNATIONAL, INC.
SPECIAL MEETING OF STOCKHOLDERS
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FRIDAY, JUNE 5, 1998
10:30 A.M.
LCI INTERNATIONAL
4650 LAKEHURST COURT
DUBLIN, OHIO 43016
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LCI INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LCI
INTERNATIONAL, INC. (THE "COMPANY") IN CONNECTION WITH THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 5, 1998 TO CONSIDER AND VOTE ON A PROPOSAL TO
APPROVE THE MERGER OF THE COMPANY WITH QWEST 1998--L ACQUISITION CORP., A
WHOLLY-OWNED SUBSIDIARY OF QWEST COMMUNICATIONS INTERNATIONAL INC., AND TO
ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 8, 1998 RELATING
THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE "MERGER
AGREEMENT").
The undersigned hereby appoints H. Brian Thompson and James D. Heflinger,
officers of 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 the Company's Operations Center at 4650 Lakehurst Court, Dublin, Ohio
43016, at 10:30 a.m., local time, on June 5, 1998, and at any postponement,
continuation or adjournment thereof, hereby revoking all proxies previously
given with respect to the Special Meeting.
1.APPROVAL OF THE MERGER AND ADOPTION OF THE MERGER AGREEMENT.
[_] 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 MERGER AND
ADOPTION OF THE MERGER AGREEMENT.
Date: , 1998
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Signature
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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.