AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER



         AMENDMENT  dated as of September 8, 1999 to the  Agreement  and Plan of
Merger  dated  as of July  18,  1999  (the  "Merger  Agreement")  between  QWEST
COMMUNICATIONS  INTERNATIONAL INC., a Delaware  corporation  ("Qwest"),  and U S
WEST, Inc., a Delaware corporation ("U S WEST").

                               W I T N E S S E T H

         WHEREAS, the parties hereto desire to amend the Merger Agreement in
certain respects;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms;  References.  Unless  otherwise  specifically
defined herein,  each term used herein which is defined in the Merger  Agreement
has the meaning assigned to such term in the Merger Agreement. Each reference to
"hereof,"  "hereunder,"  "herein" and "hereby" and each other similar  reference
and  each  reference  to  "this  Agreement"  and each  other  similar  reference
contained in the Merger Agreement shall, after this Amendment becomes effective,
refer to the Merger Agreement as amended hereby.

         SECTION 2. Certificate of  Incorporation of the Surviving  Corporation.
Section  2.08 of the Merger  Agreement  is hereby  amended by deleting  the word
"and" at the end of  clause  (i)  thereof,  replacing  the  period at the end of
clause (ii) thereof  with a semicolon  followed by the word "and" and adding the
following new clause (iii) at the end thereof:

         the number of authorized shares of Qwest Common Stock will be
         5,000,000,000.

         SECTION 3. Qwest's Equity Incentive Plan. Article 6 of the Merger
Agreement is hereby amended by adding the following new Section 6.21:

         Qwest and U S WEST hereby  agree that Qwest may  increase the number of
         shares of Qwest Common Stock  eligible for award under the Qwest Equity
         Incentive Plan from and after the Effective
         Time to an amount equal to the lessor of (1) 200 million and (2) 10% of
         the total number of shares of Qwest Common Stock  outstanding as of the
         close of business on the date on which the  Effective  Time occurs,  in
         each  case  reduced  by the  number of  shares  of Qwest  Common  Stock
         issuable upon the exercise of U S WEST Rights and Qwest options  (other
         than Qwest  options  awarded  under the Qwest  Equity  Incentive  Plan)
         outstanding  as of the  close of  business  on the  date on  which  the
         Effective Time occurs.

         SECTION 4.  Governing  Law.  This  Amendment  shall be governed by, and
construed  and enforced in  accordance  with,  the laws of the State of Delaware
applicable  to contracts  executed in and to be performed  entirely  within that
State, without regard to the conflicts of laws provisions thereof.

         SECTION 5. Counterparts.  This Amendment may be executed in one or more
counterparts,  and by the different  parties in separate  counterparts,  each of
which when  executed  shall be deemed to be an original,  but all of which shall
constitute one and the same agreement.

         SECTION 6.  Effectiveness.  This Amendment shall become effective upon
execution by each of the parties hereto of a counterpart hereof.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                QWEST COMMUNICATIONS
                                INTERNATIONAL INC.

                                By:     /S/ DRAKE S. TEMPEST
                                        -------------------------------------
                                Name:   Drake S. Tempest
                                Title:  Executive Vice President &
                                        General Counsel


                                U S WEST, INC.

                                By:     /S/ MARK ROELLIG
                                        -------------------------------------
                                Name:   Mark Roellig
                                Title:  Executive Vice President, Public Policy,
                                        Human Resources and Law, General Counsel
                                        and Secretary