CLASS;
36
(B)
CLAIMS THAT ARISE FROM OR RELATE TO CLAIMS
ASSERTED IN IN RE QWEST SAVINGS AND RETIREMENT PLAN ERISA LITIGATION
02-CV-00464-REB-CBS, INCLUDING ALL ACTIONS CONSOLIDATED THEREIN.
(C)
ANY CLAIMS, RIGHTS OR OBLIGATIONS
CONCERNING ADVANCEMENT OF LEGAL FEES AND EXPENSES, OR THE RECOVERY OF LEGAL FEES
AND EXPENSES ADVANCED OR THAT MAY BE ADVANCED, BY QWEST COMMUNICATIONS
INTERNATIONAL INC. OR ANY SUBSIDIARY OR AFFILIATE OF QWEST COMMUNICATIONS
INTERNATIONAL INC. TO THE NON-SETTLING DEFENDANTS OR ANY RELEASED PERSON.
(D)
(I) THE NOVEMBER 12, 2003 DEFINITIVE
SETTLEMENT AGREEMENT AND ALL DOCUMENTS ATTACHED THERETO AND/OR CONTEMPLATED
THEREBY RELATING TO THE SETTLEMENT AMONG QWEST COMMUNICATIONS INTERNATIONAL INC.
AND CERTAIN QWEST COMMUNICATIONS INTERNATIONAL INC. DIRECTORS AND OFFICERS AND
FIDUCIARY LIABILITY INSURANCE CARRIERS, OR (II) THE INSUREDS TRUST AGREEMENT (AS
AMENDED) MADE AND ENTERED INTO AS OF JUNE 1, 2004, BY AND AMONG U.S. BANK TRUST
ASSOCIATION, U.S. BANK TRUST NATIONAL ASSOCIATION, THE HONORABLE SAM C. POINTER,
QWEST COMMUNICATIONS INTERNATIONAL INC. AND INDIVIDUAL BENEFICIARIES AS DEFINED
THEREIN.
(E)
ENFORCEMENT OF ANY BREACH OF THIS
STIPULATION.
12.2
THE SETTLING PARTIES (A) ACKNOWLEDGE THAT IT IS
THEIR INTENT TO CONSUMMATE THIS STIPULATION, AND (B) AGREE TO COOPERATE TO THE
EXTENT REASONABLY NECESSARY TO EFFECTUATE AND IMPLEMENT ALL TERMS AND CONDITIONS
OF THE STIPULATION.
FURTHER, QWEST COMMUNICATIONS INTERNATIONAL INC. AND ARTHUR
ANDERSEN LLP WILL ENTER INTO AN AGREEMENT WITH LEAD COUNSEL PROVIDING FOR QWEST
COMMUNICATIONS INTERNATIONAL INC.
37
AND ARTHUR ANDERSEN LLP (A) TO ATTEMPT TO MAKE CERTAIN CURRENT AND FORMER
EMPLOYEES AVAILABLE IN CONNECTION WITH LEAD PLAINTIFFS' CONTINUED PROSECUTION OF
THE ABOVE-CAPTIONED MATTER, AND (B) TO MAKE CERTAIN OTHER DISCOVERY MATERIALS
AVAILABLE CONSISTENT WITH ITS DEFENSE OF ANY OTHER LITIGATION OR OTHER
PROCEEDING.
12.3
THE SETTLING PARTIES INTEND THIS SETTLEMENT TO BE
A FINAL AND COMPLETE RESOLUTION OF ALL DISPUTES BETWEEN THEM WITH RESPECT TO THE
LITIGATION.
THE STIPULATION COMPROMISES CLAIMS THAT ARE CONTESTED AND SHALL NOT
BE DEEMED AN ADMISSION BY ANY SETTLING PARTY AS TO THE MERITS OF ANY CLAIM OR
DEFENSE.
THE SETTLING PARTIES AGREE THAT THE AMOUNT PAID TO THE SETTLEMENT FUND
AND THE OTHER TERMS OF THE STIPULATION WERE NEGOTIATED IN GOOD FAITH BY THE
SETTLING PARTIES, AND REFLECT A SETTLEMENT THAT WAS REACHED VOLUNTARILY AFTER
CONSULTATION WITH COMPETENT LEGAL COUNSEL.
THE SETTLING PARTIES RESERVE THEIR
RIGHT TO REBUT, IN A MANNER THAT SUCH PARTY DETERMINES TO BE APPROPRIATE, ANY
CONTENTION MADE IN ANY PUBLIC FORUM THAT THE LITIGATION WAS BROUGHT OR DEFENDED
IN BAD FAITH OR WITHOUT A REASONABLE BASIS.
THE SETTLING PARTIES AGREE NOT TO
OPPOSE A FINDING IN THE JUDGMENT THAT DURING THE COURSE OF THE LITIGATION, THE
SETTLING PARTIES AND THEIR RESPECTIVE COUNSEL AT ALL TIMES COMPLIED WITH THE
REQUIREMENTS OF RULE 11 OF THE FEDERAL RULES OF CIVIL PROCEDURE.
12.4
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE LEAD PLAINTIFFS AND EACH OF THE CLASS MEMBERS, FOR
THEMSELVES AND ANY OTHER PERSONS CLAIMING BY, THROUGH, OR ON BEHALF OF THEM,
ACKNOWLEDGE AND AGREE THAT (I) IN NO EVENT SHALL THE ADMINISTRATOR OF ARTHUR
ANDERSEN LLP,