SEC
DISTRIBUTION FUND BE TRANSFERRED TO AN ACCOUNT CONTROLLED BY THE ESCROW AGENT
FOR DISTRIBUTION PURSUANT TO THIS STIPULATION AND THE PLAN OF ALLOCATION.
IF
THE SECURITIES AND EXCHANGE COMMISSION ADVISES THE SETTLING PARTIES THAT IT WILL
NOT APPLY TO THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO FOR
AN ORDER AUTHORIZING AND REQUIRING THAT THE SEC DISTRIBUTION FUND BE TRANSFERRED
TO AN ACCOUNT CONTROLLED BY THE ESCROW AGENT PURSUANT TO THE TERMS OF THE
STIPULATION, IF THE UNITED STATES DISTRICT COURT DOES NOT APPROVE SUCH
APPLICATION, OR, IF FOR ANY OTHER REASON, THE SEC DISTRIBUTION FUND IS NOT
DISTRIBUTED TO THE CLASS PURSUANT TO THIS STIPULATION AND PLAN OF ALLOCATION,
LEAD PLAINTIFFS SHALL HAVE THE RIGHT, BUT SHALL NOT BE REQUIRED TO, WITHDRAW
FROM AND TERMINATE THIS STIPULATION.
LEAD COUNSEL SHALL NOT APPLY FOR A FEE
BASED ON THE SEC DISTRIBUTION FUND.
2.3
IT IS EXPRESSLY ACKNOWLEDGED THAT ARTHUR
ANDERSEN LLP HAS AGREED TO CONTRIBUTE $10 MILLION (TEN MILLION DOLLARS) IN
CONNECTION WITH AND AS FULL CONSIDERATION FOR THIS SETTLEMENT AND SHALL HAVE NO
OBLIGATION TO MAKE ANY ADDITIONAL CONTRIBUTION EITHER TO
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LEAD PLAINTIFFS, THE CLASS, OR ANY OF THE SETTLING DEFENDANTS IN CONNECTION WITH
THIS STIPULATION.
B.
THE ESCROW AGENT
2.4
THE ESCROW AGENT MAY INVEST THE SETTLEMENT
FUND DEPOSITED PURSUANT TO ¶¶ 2.1 AND 2.2 HEREOF IN INSTRUMENTS BACKED BY THE
FULL FAITH AND CREDIT OF THE UNITED STATES GOVERNMENT OR FULLY INSURED BY THE
UNITED STATES GOVERNMENT OR AN AGENCY THEREOF AND SHALL REINVEST THE PROCEEDS OF
THESE INSTRUMENTS AS THEY MATURE IN SIMILAR INSTRUMENTS AT THEIR THEN-CURRENT
MARKET RATES.
THE ESCROW AGENT SHALL BEAR ALL RISKS RELATED TO INVESTMENT OF
THE SETTLEMENT FUND.
2.5
THE ESCROW AGENT SHALL NOT DISBURSE THE
SETTLEMENT FUND EXCEPT AS PROVIDED IN THE STIPULATION, BY AN ORDER OF THE COURT,
OR WITH THE WRITTEN AGREEMENT OF COUNSEL FOR QWEST COMMUNICATIONS INTERNATIONAL
INC.
2.6
SUBJECT TO FURTHER ORDER AND/OR DIRECTION AS
MAY BE MADE BY THE COURT, THE ESCROW AGENT IS AUTHORIZED TO EXECUTE SUCH
TRANSACTIONS ON BEHALF OF THE CLASS MEMBERS AS ARE CONSISTENT WITH THE TERMS OF
THE STIPULATION.
2.7
ALL FUNDS HELD BY THE ESCROW AGENT SHALL BE
DEEMED AND CONSIDERED TO BE IN CUSTODIA LEGIS OF THE COURT, AND SHALL REMAIN
SUBJECT TO THE JURISDICTION OF THE COURT, UNTIL SUCH TIME AS SUCH FUNDS SHALL BE
DISTRIBUTED PURSUANT TO THE STIPULATION AND/OR FURTHER ORDER(S) OF THE COURT.
2.8
WITHIN FIVE (5) DAYS AFTER PAYMENT OF THE
INITIAL $100 MILLION TO THE ACCOUNT CONTROLLED BY THE ESCROW AGENT PURSUANT TO ¶
2.1 HEREOF, THE ESCROW AGENT MAY ESTABLISH A "CLASS NOTICE AND ADMINISTRATION
FUND," AND MAY DEPOSIT UP TO $5 MILLION
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FROM THE SETTLEMENT FUND IN IT.
THE CLASS NOTICE AND ADMINISTRATION FUND MAY BE
USED BY LEAD COUNSEL TO PAY COSTS AND EXPENSES REASONABLY AND ACTUALLY INCURRED
IN CONNECTION WITH PROVIDING NOTICE TO THE CLASS, LOCATING CLASS MEMBERS,
SOLICITING CLAIMS, ASSISTING WITH THE FILING OF CLAIMS, ADMINISTERING AND
DISTRIBUTING THE NET