Exhibit 4.1






QWEST
CORPORATION


7.5% Notes due 2014


 


 






Fourth Supplemental Indenture


Dated as
of August 8, 2006






 


U.S. BANK
NATIONAL ASSOCIATION,
 as Trustee



















 


 


TABLE OF CONTENTS


 


	
  

  	
   

  	
  Page

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Designation of Notes

  	
  2

  
	
  Section 1.02

  	
  Other Terms of the Notes

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Amendment and Supplement

  	
  3

  
	
  Section 2.02

  	
  Indenture

  	
  3

  
	
  Section 2.03

  	
  Governing Law

  	
  3

  
	
  Section 2.04

  	
  No Adverse Interpretation of Other Agreements

  	
  3

  
	
  Section 2.05

  	
  Successors and Assigns

  	
  3

  
	
  Section 2.06

  	
  Duplicate Originals

  	
  3

  
	
  Section 2.07

  	
  Severability

  	
  3

  



 


Exhibits


	
  Exhibit A

  	
  —

  	
  Form of Note

  
	
  Exhibit A-1

  	
  —

  	
  Form of Certificate to be delivered in connection
  with transfers pursuant to Temporary Regulation S Global Note

  
	
  Exhibit A-2

  	
  —

  	
  Form of Certificate to be delivered in connection
  with transfers pursuant to Regulation S

  



 


 



 i















 


FOURTH SUPPLEMENTAL INDENTURE dated as of August 8,
2006 (this ”Supplemental Indenture”) by and
between QWEST CORPORATION, a Colorado corporation (formerly known as U S WEST
Communications, Inc.) (the “Company”), and
U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture (as defined
below) with respect to the Notes (as defined below) (the “Trustee”),
as supplemented by the First Supplemental Indenture (as defined below), the
Second Supplemental Indenture (as defined below) and the Third Supplemental Indenture
(as defined below).  The Trustee, and
each other trustee appointed as such with respect to the Securities of any
series issued under the Indenture, shall be the “Trustee” (as defined in the
Indenture, as supplemented hereby) for all purposes under the Indenture with
respect to the applicable series of Securities but, for the avoidance of doubt,
not with respect to any series of Securities for which such Trustee has not
been appointed trustee under the terms of the Indenture and/or any supplement
thereto).


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the holders of Notes:


WHEREAS, the Company and J.P. Morgan Trust Company,
National Association (as successor in interest to Bank One Trust Company,
National Association), are parties to that certain Indenture dated as of
October 15, 1999 (the “Base Indenture,”
and as supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture and this Fourth
Supplemental Indenture, the “Indenture”)
providing for the issuance from time to time of senior debt securities (“Securities”) to be issued in one or more series;


WHEREAS, the Company and the Trustee are parties to
the First Supplemental Indenture (the “First Supplemental
Indenture”) dated as of August 19, 2004, providing for the issuance
by the Company of a series of Securities, designated as its 7.875% Notes due
2011, in an aggregate principal amount of $575,000,000.


WHEREAS, the Company and the Trustee are parties to
the Second Supplemental Indenture (the “Second Supplemental
Indenture”) dated as of November 23, 2004, providing for the issuance
by the Company of Additional Notes of its series of Securities designated as
its 7.875% Notes due 2011, in an aggregate principal amount of $250,000,000.


WHEREAS, the Company and the Trustee are parties to
the Third Supplemental Indenture (the “Third Supplemental
Indenture”) dated as of June 17, 2005, providing for the issuance by
the Company of a series of Securities designated as its 7.625% Notes due 2015
in an aggregate principal amount of $400,000,000 and a series of Securities
designated as its Floating Rate Notes due 2013 in an aggregate principal amount
of $750,000,000.


WHEREAS, the Company desires and has requested the
Trustee to join it in the execution and delivery of this Supplemental Indenture
in order to establish and provide for the issuance by the Company of a series
of Securities, designated as its 7.5% Notes due 2014 (the “Notes”)
in an initial aggregate principal amount of $600,000,000.  The Notes shall be substantially in the form
attached hereto as Exhibit A.


WHEREAS, Section 9.01 of the Base Indenture
provides that a supplemental indenture may be entered into by the Company and
the Trustee without the consent of any Holders 









 



 


to establish the form or terms of Securities of any
Series as permitted by Section 2.02 of the Base Indenture;


WHEREAS, the conditions set forth in the Indenture for
the execution and delivery of this Supplemental Indenture have been complied
with; and


WHEREAS, all things necessary to make this
Supplemental Indenture a valid agreement of the Company and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the
Indenture have been done.


NOW, THEREFORE, in consideration of the premises and
the purchase and acceptance of the Notes by the holders thereof, the Company
covenants and agrees with the Trustee, for the equal and ratable benefit of the
Holders, that the Indenture is supplemented and amended, to the extent
expressed herein, as follows:


ARTICLE
ONE



THE NOTES


Section 1.01                                                   Designation
of Notes.


The changes, modifications and supplements to the
Indenture effected by this Supplemental Indenture shall be applicable only with
respect to, and govern the terms of the Notes, which shall not be limited in
aggregate principal amount, and shall not apply to any other Securities that
have been or may be issued under the Indenture unless a supplemental indenture
with respect to such other Securities specifically incorporates such changes,
modifications and supplements.  Pursuant
to this Supplemental Indenture, there is hereby created and designated a series
of Securities under the Indenture entitled “7.5% Notes due October 1, 2014.”  The Notes shall be in the form of Exhibit
A hereto.  The Notes may bear an
appropriate legend regarding original issue discount for federal income tax
purposes.  Subject to the terms in the Indenture,
as supplemented by this Supplemental Indenture, the Company may, at its option,
without consent from the Holders, issue additional Notes from time to
time.  For all purposes under the
Indenture, the term “Notes” shall include the Notes initially issued on the
date of original issuance of the Notes and any other Notes issued  after such date under the Indenture, as supplemented
hereby.


Section 1.02                                                   Other
Terms of the Notes.


Without limiting the foregoing provisions of this
Article One, the terms of the Notes shall be as set forth in the form of Note
set forth in Exhibit A hereto and as provided in the Indenture.


The Notes shall be payable and may be presented for
payment, purchase, conversion, registration of transfer and exchange, without
service charge, at the office of the Company maintained for such purpose in New
York, New York, which shall initially be the office or agency of the Trustee.



 2
 






 



 


ARTICLE
TWO


MISCELLANEOUS


Section 2.01                                                   Amendment
and Supplement.


This Supplemental Indenture or the Notes may be
amended or supplemented as provided for in the Indenture.


Section 2.02                                                   Indenture.


In the event of any conflict between this Supplemental
Indenture and the Indenture, the provisions of this Supplemental Indenture
shall prevail.


Section 2.03                                                   Governing
Law.


The laws of the State of New York shall govern this
Supplemental Indenture and the Securities of the Series created hereby.


Section 2.04                                                   No
Adverse Interpretation of Other Agreements.


This Supplemental Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company or a
Subsidiary.  Any such indenture, loan or
debt agreement may not be used to interpret this Supplemental Indenture.


Section 2.05                                                   Successors
and Assigns.


All covenants and agreements of the Company in this
Supplemental Indenture and the Notes shall bind its successors and
assigns.  All agreements of the Trustee
in this Supplemental Indenture shall bind its successors and assigns.


Section 2.06                                                   Duplicate
Originals.


This Supplemental Indenture may be executed in
counterparts, each of which shall be an original, but such counterparts shall together
constitute but one instrument.


Section 2.07                                                   Severability.


In case any one or more of the provisions contained in
this Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Supplemental
Indenture or of the Notes.


[Signature Pages
Follow]



 3














 


 


SIGNATURES


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


	
  

  	
  QWEST CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janet K. Cooper

  	
   

  
	
   

  	
   

  	
  Name: Janet K. Cooper

  
	
   

  	
   

  	
  Title: Senior Vice President - Finance and Treasurer

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam M. Dalmy

  	
   

  
	
   

  	
   

  	
  Name: Adam M. Dalmy

  
	
   

  	
   

  	
  Title: Vice President

  



 



 S-1














 


 


Exhibit A


[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE
INDENTURE, TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.08 OF THE INDENTURE.](1)


THE NOTES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE ‘‘SECURITIES ACT’’) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH 






(1)           This
legend to appear only on Global Notes.



 A-1
 






 



 


RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL
ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


[THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES
OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”).  NEITHER THIS
TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.](2)






(2)           This legend to appear only on
Temporary Regulation S Global Notes.



 A-2
 






 



 


	
  No.
  [     ]

  CUSIP No.
  [                  ]

  	
  PRINCIPAL AMOUNT

  $[                        ]

  



QWEST CORPORATION

7.5% Note due 2014


QWEST CORPORATION, a corporation duly organized and
existing under the laws of the State of Colorado (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of
[                                
] DOLLARS
($[                  ])
(or such lesser amount as shall be listed on the Schedule of Increases or Decreases
in Global Note attached hereto) on October 1, 2014 (the “Maturity
Date”), unless previously redeemed on any redemption date, by wire
transfer of immediately available funds of such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts and to pay interest thereon semiannually on
each April 1 and October 1, commencing April 1, 2007 (each, an “Interest Payment Date”), and on the Maturity Date at the
rate per annum specified in the title of this Note, from August 8, 2006 (or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for) until payment of said principal sum has been made or duly
provided for.  Notwithstanding the
foregoing, if the Company shall default in the payment of interest due on any
Interest Payment Date, then this Note shall bear interest from the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
if no interest has been paid on this Note or duly provided for, from August 8, 2006.  The interest so payable on any Interest
Payment Date, subject to certain exceptions provided in the Indenture referred
to herein, will be paid to the person in whose name this Note shall be
registered at the close of business on each March 15 and September 15
immediately prior to such Interest Payment Date, Maturity Date or redemption
date.  If any Interest Payment Date,
Maturity Date or redemption date is a Legal Holiday (as defined in the
Indenture) in New York, New York, the required payment shall be made on the
next succeeding day that is not a Legal Holiday as if it was made on the date
such payment was due and no interest will accrue on the amount so payable for
the period from and after such Interest Payment Date or Maturity Date, as the
case may be, to such next succeeding day. 
Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months.


This Note is one of the duly authorized series of
Securities of the Company, designated as the Company’s “7.5% Notes due 2014”
(the “Notes”), initially limited to the aggregate
principal amount of $600,000,000 all issued or to be issued under and pursuant
to an Indenture dated as of October 15, 1999 between the Company and J.P.
Morgan Trust Company, National Association, as trustee (as successor in
interest to Bank One Trust Company, N.A.), as supplemented by the First
Supplemental Indenture dated as of August 19, 2004 by and between the
Company and U.S. Bank National Association, as trustee (the “Trustee”), the Second Supplemental Indenture dated as of
November 23, 2004 between the Company and the Trustee, a Third Supplemental
Indenture dated as of June 17, 2005 between the Company and the Trustee and a
Fourth Supplemental Indenture dated as of August 8, 2006 between the Company and
the Trustee as such may be amended, modi-



 A-3
 






 



 


fied or supplemented from time to time (as so amended,
modified or supplemented, the “Indenture”), to
which Indenture and all Indentures supplemental thereto reference is hereby
made for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders (the
words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).  Exchange Notes (as such term is defined in
the Registration Rights Agreement referred to below) shall be deemed to be of
the same series as the Notes for purposes of the Indenture.


Pursuant to, but subject to the exceptions in, the
Registration Rights Agreement dated as of August 8, 2006 among the Company and
the Initial Purchasers named therein (as the same may be amended from time to
time, the “Registration Rights Agreement”), the Company
shall be obligated to use its commercially reasonable efforts to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right
to exchange this Note for a 7.5% Note due October 1, 2014 of the Company which
shall have been registered under the Securities Act of 1933, as amended, in
like principal amount and having terms identical in all material respects to
this Note (except that such Note shall not be entitled to Additional Interest
(as defined in the Registration Rights Agreement) and shall not contain terms
with respect to transfer restrictions). 
Holders shall be entitled to receive certain Additional Interest in the
event of a Registration Default (as defined in the Registration Rights
Agreement) pursuant to and in accordance with the terms of the Registration
Rights Agreement.  Any Additional
Interest due will be payable in cash on the next succeeding April 1 or October
1, as the case may be, to Holders on the relevant regular record dates for the
payment of interest.  The Company shall
promptly provide the Trustee with notice of any change in the interest rate
borne by this Note.(3)


The Notes shall be redeemable at the option of the
Company in whole at any time or in part from time to time, at a redemption
price equal to the greater of (i) 100% of the principal amount of the
Notes to be redeemed or (ii) the sum, as determined by the Quotation Agent
(as defined below), of the present values of the principal amount of the Note
to be redeemed and the remaining scheduled payments of interest on the
principal amount of this Note to be redeemed from the redemption date to
October 1, 2014 (excluding interest accrued to the redemption date) (the “Remaining Life”), discounted from their respective scheduled
payment dates to the redemption date on a semiannual basis (assuming a 360-day
year consisting of 30-day months) at the Treasury Rate (as defined below) plus
50 basis points, plus, in either case, accrued interest thereon to the date of
redemption.


If money
sufficient to pay the redemption price of and accrued interest on all of the
Notes (or portions thereof) to be redeemed on the redemption date is deposited
with the Trustee or paying agent on or before the redemption date and certain
other conditions specified in the Indenture are satisfied, then on and after
such redemption date, interest will cease to accrue on such Notes (or such
portion thereof) called for redemption.






(3)           This
paragraph not to appear on Exchange Notes.



 A-4
 






 



 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the Remaining Life that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the
Remaining Life as of the applicable redemption date. “Comparable Treasury Price”
means, with respect to any redemption date, the average of two Reference
Treasury Dealer Quotations for such redemption date.


“Quotation Agent”
means the Reference Treasury Dealer appointed by the Company.


“Reference Treasury Dealer”
means each of Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner
& Smith Incorporated and their successors; provided, however, that if any
of the foregoing ceases to be a primary U.S. Government securities dealer in
New York City, the Company will substitute therefor another primary U.S.
Government securities dealer.


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
business day preceding such redemption date.


“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the
semiannual yield to maturity of the Comparable Treasury Issue, calculated on
the third business day preceding such redemption date using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


Notice of any redemption will be mailed not less than
15 nor more than 60 calendar days before the redemption date to the Holder
hereof at its registered address.  Unless
the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease on the principal amount of this Note.


In case an Event of Default shall occur and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.


The Indenture contains provisions permitting the
Company and the Trustee, with the written consent of the Holders of a majority
in principal amount of the outstanding Securities of each series affected by a
supplemental indenture (with each series voting as a class), to enter into a
supplemental indenture to add any provisions to or to change or eliminate any
provisions of the Indenture or of any supplemental indenture or to modify, in
each case in any manner not covered by provisions in the Indenture relating to
amendments and waivers without the consent of Holders, the rights of the Holders
of each such series.  The Holders of a
majority in principal amount of the outstanding Securities of each series
affected by such waiver (with each series voting as a class), by notice to the
Trustee may waive compliance by the Company with any provi-



 A-5
 






 



 


sion of the Indenture, any supplemental indenture or
the Securities of any such series, except a Default in payment of the principal
of or interest on any Security.  However,
without the consent of each Holder affected, an amendment or waiver may not:
(1) reduce the amount of Notes whose Holders must consent to an amendment
or waiver; (2) change the rate or the time for payment of interest on any
Security; (3) change the principal or the fixed maturity of any Security;
(4) waive a Default in the payment of principal, premium, if any, or
interest on any Security; (5) make any Security payable in money other
than that stated in the Security; or (6) make any change in the provisions
of the Indenture (i) with respect to the rights of the Holders of a majority
in principal amount of any series of Securities, by notice to the Trustee, to
waive an existing Default with respect to that series and its consequences;
(ii) with respect to the right of any Holder of a Security to receive
payment of principal of and interest on the Security, on or after the
respective due dates expressed in the Security, the right of any Holder of a
coupon to receive payment of interest due as provided in such coupon, or the
right to bring suit for enforcement of any such payments on or after their
respective dates; and (iii) described in this sentence.


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Note at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.


No director, officer, employee or stockholder, as
such, of the Company shall have any liability for any obligations of the
Company under this Note or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation.  Each Holder, by accepting this Note, waives
and releases all such liability.  The
waiver and release are part of the consideration for the issue of this Note.


The laws of the State of New York shall govern the
Indenture and this Note.


Ownership of this Note shall be proved by the register
for the Notes kept by the Registrar.  The
Company, the Trustee and any agent of the Company may treat the person in whose
name a Note is registered as the absolute owner thereof for all purposes.


Terms used herein without definition that are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM
(= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuer has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.



 A-6
 






 



 


Unless the Certificate of Authentication hereon has
been executed by the Trustee under the Indenture referred to herein by the
manual or facsimile signature of one of its authorized officers, or on behalf
of the Trustee by the manual or facsimile signature of an authorized officer of
the Trustee’s authenticating agent, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.



 A-7
 






 



 


IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or by facsimile, and its corporate seal or a
facsimile of its corporate seal to be imprinted herein.


Date: 
[                  ]


	
  

  	
  QWEST
  CORPORATION

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 A-8
 






 



 


CERTIFICATE OF
AUTHENTICATION


This is one of the Notes of the series designated
herein, issued under the Indenture described herein.


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 



 A-9
 






 



 


ASSIGNMENT FORM


	
  FOR VALUE RECEIVED, the
  undersigned hereby sell(s), assign(s) and transfer(s) unto

  
	
   

  



 


 


 


	
  Please insert social
  security number or other identifying number of assignee:

  
	
   

  
	
   

  	
   

  



 


	
  Please print or type name
  and address (including zip code) of assignee:

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
                                   
attorney to transfer said Note of Qwest Corporation on the books of Qwest
Corporation, with full power of substitution in the premises.


	
  

  
	
  Dated:

  	
   

  	
   

  



 


NOTICE:  The
signature to this assignment must correspond with the name as written upon the
face of this Note in every particular without alteration or enlargement or any
change whatsoever.



 A-10
 






 



 


CERTIFICATE TO BE
DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER


This certificate relates to $                  
principal amount of Notes held in (check applicable space)                   
book-entry or
                  
definitive form by the undersigned.


The undersigned (Check one box below);


[   ] 
has requested the Trustee by written order to deliver in exchange for
its beneficial interest in the Note held by the Depository a Note or Notes in
definitive, registered form of authorized denominations and an aggregate
principal amount equal to its beneficial interest in such Note (or the portion
thereof indicated above); or


[   ] 
has requested the Trustee by written order to exchange or register the
transfer of a Note or Notes.


In connection with any transfer of any of the Notes
evidenced by this certificate occurring prior to the expiration of the period
referred to in Rule 144(k) under the Securities Act, the undersigned
confirms that such Notes are being transferred in accordance with its terms:


CHECK ONE BOX BELOW


[   ]          (1)           to the Company; or


[   ]          (2)           inside the United States to a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer in a transaction meeting the requirements of Rule 144A; or


[   ]          (3)           outside the United States to a
foreign person in a transaction meeting the requirements of Rule 903 or Rule
904 of Regulation S under the Securities Act; or


[   ]          (4)           pursuant to an exemption from
registration under the Securities Act provided by Rule 144 thereunder (if
available), or


[   ]          (5)           to an institutional accredited
investor in a transaction exempt from the registration requirements of the
Securities Act, or


[   ]          (6)           pursuant to an effective registration
statement under the Securities Act.


Unless one of the boxes is checked, the Trustee will
refuse to register any of the Notes evidenced by this certificate in the name
of any person other than the registered holder thereof; provided, however, that
if box (4) or (5) is checked, the Trustee may require, prior to registering any
such transfer of the Notes, such legal opinions, certifications and other
information as the Company and the Trustee has reasonably requested to confirm
that such transfer is 



 A-11
 






 



 


being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.


	
  Date: 

  	
   

  	
   

  	
   

  
	
   

  	
  SIGNATURE OR SIGNATURE GUARANTEE:

  
	
   

  	
  NOTICE: Signature must be guaranteed by a participant
  in a recognized signature guaranty medallion program or other signature
  guarantor acceptable to the Trustee.

  



 



 A-12
 






 



 


TO BE COMPLETED BY
PURCHASER IF BOX (2) ABOVE IS CHECKED.


The undersigned represents and warrants that it is
purchasing the Notes for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities
Act, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim this exemption from registration provided by Rule 144A.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NOTICE: To be
  executed by an executive officer

  	
   

  




 A-13
 






 



 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


The following increases or decreases in this Global
Note have been made:


	
  Principal amount

  of this Global Note

  as of [             ]

  	
   

  	
  Date

  Exchange

  Made

  	
   

  	
  Change in

  Principal Amount

  of this Global Note

  due to Exchange

  	
   

  	
  Principal Amount

  of this Global Note

  Following such

  Exchange

  	
   

  	
  Notation made by

  or on behalf of the

  Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A-14














 


Exhibit
A-1


Form of
Certificate To Be Delivered

in Connection with Transfers

of Temporary Regulation S Global Notes


[                ],
[     ]


U.S. Bank National
Association

950 17th Street, Suite 300

Denver, Colorado 80202

Attention:  Corporate Trust Department


Re:                               Qwest
Corporation (the “Issuer”)

7.5% Notes due 2014 (the “Notes”)


Dear Sirs:


This letter relates to U.S.
$[                            ]
aggregate principal amount of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining
restrictions upon transfer of such Legended Certificate.  Pursuant to Section 3.03(b) of the First
Supplemental Indenture (the “Supplemental Indenture”)
dated as of August 19, 2004 relating to the Notes, we hereby certify that
we are (or we will hold such securities on behalf of) a person outside the
United States (or to an Initial Purchaser (as defined in the Supplemental
Indenture)) to whom the Notes could be transferred in accordance with
Rule 904 of Regulation S promulgated under the U.S. Securities Act of
1933, as amended.


You, as Trustee, the Company, counsel for the Company
and others are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Capitalized
terms used but not independently defined in this letter have the meanings set
forth in Regulation S.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 



 A-1-1














 


Exhibit
A-2


Form of
Certificate To Be Delivered

in Connection with Transfers

          Pursuant to
Regulation S         


[                ],
[     ]


U.S. Bank National
Association

950 17th Street, Suite 300

Denver, Colorado 80202

Attention:  Corporate Trust Department


Re:                               Qwest
Corporation (the “Issuer”)

7.5% Notes due 2014 (the “Notes”)


Ladies and Gentlemen:


In connection with our proposed sale of
$[                 ]
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities  Act”), and, accordingly, we represent that:


(1)           the
offer of the Notes was not made to a person in the United States;


(2)           either
(a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States, or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither we nor any person acting on our behalf knows that the
transaction has been prearranged with a buyer in the United States;


(3)           no
directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements
of the Securities Act; and


(5)           we
have advised the transferee of the transfer restrictions applicable to the
Notes.



 A-2-1
 






 



 


You, as Trustee, the Issuer, counsel for the Issuer
and others are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters
covered hereby.  Terms used in this
certificate have the meanings set forth in Regulation S.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 



 A-2-2