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Qwest 2006

     RESOLVED that the stockholders of Qwest Communications International, Inc. (“Qwest” or the “Company”) amend Article 3, section 3.02(d) of the bylaws to replace the current subsection with the following sentence:

     “Directors shall be elected by the vote of the majority of the shares represented in person or by proxy at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting.”

SUPPORTING STATEMENT

     Currently, Qwest uses a plurality voting standard for director elections, which means that the nominee who receives the most votes will be elected.  Nearly all corporate director elections, including all of the past elections at Qwest, are uncontested; in other words, there is only one candidate for each open seat.  (Harvard Law School Professor Lucian Bebchuk has estimated that there were only about 80 contested elections at U.S. public companies from 1996 through 2002.) 

     In uncontested situations, a plurality voting standard ensures that a nominee will be elected even if holders of a majority of shares voting exercise their right to withhold support from the nominee on the proxy card.  Indeed, under plurality voting, a nominee could be elected by a single share.

     Section 216 of the General Corporation Law of Delaware, where Qwest is incorporated, allows a corporation to deviate from the plurality vote default standard by establishing a different standard in its charter or bylaws.  This proposal would do that by amending Qwest’s bylaws to require directors in uncontested elections to be elected by a majority of shares voting at a meeting. 

     We believe that a majority vote standard for director election would foster a more robust system of board accountability.  Under Delaware case law, the power of stockholders over director elections is supposed to be a safety valve that justifies giving the board substantial discretion to manage the corporation’s business and affairs.  Requiring a nominee to garner majority support among stockholders—thus giving stockholders’ withhold votes real meaning--would help restore this safety valve. 

     We believe Qwest stockholders would benefit from increased accountability. Stockholder value has suffered at Qwest; according to the 2005 proxy statement, $100 invested in Qwest stock on December 31, 1999 would have been worth $10.34 on December 31, 2004, while $100 invested in an index of peer companies would have been worth $46.08 on that date.  
 
     A growing number of stockholders support a majority vote standard for director elections. The Council of Institutional Investors recently adopted a new policy in favor of it. At approximately 60 annual meetings in spring 2005, support for proposals urging a majority vote standard for director elections averaged 44 percent, with 16 proposals receiving majority support (source: Institutional Shareholder Services).

     We urge stockholders to vote FOR this proposal.

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