SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "AGREEMENT") is entered into as of January 16, 2001, by and
between QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation ("QCI"), and
BELLSOUTH CORPORATION, a Georgia corporation ("BSC"). QCI and BSC are herein sometimes
collectively referred to as the "PARTIES."
NOW, THEREFORE, the Parties, in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the receipt of which is hereby acknowledged, covenant and agree with each other as
1. DEFINITIONS. Unless otherwise defined herein the following terms have the following meanings:
"AFFILIATE" means a Person that directly, or indirectly through one or more intermediaries, is controlled by, or
is under common control with, a specified Person, or any Person in which a specified Person owns directly or
indirectly more than a 10% equity interest. The term "control" (including, with correlative meanings, the terms
"controlled by" and "under common control with") means the possession of power to direct the management and
policies of the referenced Person, whether through ownership interests, by contract or otherwise.
"BSC AFFILIATE" means any Affiliate of BSC.
"BSC SHARES" means the shares of QCI's common stock (as such shares may be adjusted in the event of
stock dividends, split ups, reverse split ups, mergers, recapitalizations, subdivisions, exchanges of shares or the
like) ("QCI Stock") owned by BSC on the date hereof.
Capitalized terms used herein without definitions have the meanings ascribed to such terms in the Master
Agreement dated as of April 19, 1999 between Qwest Communications Corporation and BellSouth Value
Added Services Holdings, Inc., as amended to the date hereof (the "Master Agreement"), and in the QCI Stock
Purchase Agreement, as applicable.
2. AGREEMENT TO PURCHASE AND SELL SHARES. Subject to the terms and conditions contained
herein, BSC hereby agrees to sel