Free Settlement Agreement - District Court of Colorado - Colorado

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 1 of 8

EXHIBIT B

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 2 of 8

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 01-cv-1451-REB-CBS (Consolidated with Civil Action Nos. 01-cv-1472-REB-CBS, 01-cv-1527-REB-CBS, 01cv-1616-REB-CBS, 01-cv-1799-REB-CBS, 01-cv-1930-REB-CBS, 01-cv-2083-REBCBS, 02-cv-0333-REB-CBS, 02-cv-0374-REB-CBS, 02-cv-0507-REB-CBS, 02-cv-0658REB-CBS, 02-cv-755-REB-CBS, 02-cv-798-REB-CBS and 04-cv-0238-REB-CBS) In re QWEST COMMUNICATIONS INTERNATIONAL, INC. SECURITIES LITIGATION FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE EXHIBIT B

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 3 of 8

A hearing having been conducted by the Court to determine whether the terms and conditions of the Stipulation of Settlement dated as of August 4, 2008 (the "Stipulation") are fair, reasonable and adequate for the settlement of all claims asserted by the Lead Plaintiffs and members of the N&W Class against the Settling Defendants, due and adequate notice having been given to the N&W Class required by the Court's Order Preliminarily Approving Settlement and Approving Form and Manner of Notice, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed in the premises and good cause appearing: IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. The Stipulation, including the definitions contained therein, is incorporated by

reference in this Judgment. 2. The Court has jurisdiction over the subject matter of the Litigation and all

parties to the Litigation, including N&W Class Members. 3. The Court finds that the prerequisites for a class action under Federal Rules

of Civil Procedure ("Fed. R. Civ. P.") 23(a) and (b)(3) have been satisfied in that: (a) the number of N&W Class Members is so numerous that joinder of all members thereof is impracticable; (b) there are questions of law and fact common to the N&W Class; (c) the claims of the Lead Plaintiffs are typical of the claims of the N&W Class they seek to represent; (d) the Lead Plaintiffs have represented and will fairly and adequately represent the interests of the N&W Class; (e) the questions of law and fact common to members of the N&W Class predominate over any questions affecting any individual members of the

-1-

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 4 of 8

N&W Class; and (f) a class action is superior to other available methods for the fair and efficient adjudication of the controversy. 4. Pursuant to Fed. R. Civ. P. 23, this Court hereby finally certifies this Litigation

as a class action (for settlement purposes only) on behalf of all persons who purchased or otherwise acquired Qwest publicly traded securities (including common stock, bonds, and options) from May 24, 1999 through July 28, 2002 ("Class Period"), except those Persons who requested and obtained exclusion from the Class (as defined in paragraph 1.6 of the Qwest Stipulation) that was certified (for settlement purposes only) by the Court in the Partial Settlement and who subsequently resolved their claims against Qwest Communications International Inc., Nacchio, Woodruff and others. Also excluded from the N&W Class are Defendants and any Persons affiliated with or related to any Defendant. For purposes of this paragraph, the persons affiliated with or related to any Defendant are members of the immediate family of each Individual Defendant, any entity in which any Defendant has a controlling interest, officers and directors of QCII and its subsidiaries and affiliates, and Arthur Andersen LLP ("AA") and AA's partners, shareholders, and members, and the legal representatives, heirs, predecessors, successors and assigns of any such excluded party. Also excluded from the N&W Class are those Persons who request exclusion from the N&W Class in such form and manner, and within such time, as the Court shall prescribe. Also excluded from the N&W Class is any current or former officer, director, employee, or agent of Qwest who has been sued by the United States Securities and Exchange Commission in connection with such Person's affiliation with or conduct related to Qwest. -2-

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 5 of 8

5.

Notice of the pendency of this Litigation as a class action and of the proposed

settlement was given to all N&W Class Members who could be identified with reasonable effort. The form and method of notifying the N&W Class of the pendency of the Litigation as a class action and of the terms and conditions of the proposed settlement met the requirements of Fed. R. Civ. P. 23, §21D(a)(7) of the Exchange Act, 15 U.S.C. §78u4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995, due process, the rules of this Court, and any other applicable law; constituted the best notice practicable under the circumstances; and constituted due and sufficient notice to all persons and entities entitled thereto. 6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court

approves the settlement on the terms set forth in the Stipulation as fair, reasonable and adequate to the N&W Class, and the Settling Parties and QCII are directed to consummate the Stipulation in accordance with its terms and conditions. 7. The Litigation is hereby dismissed with prejudice and without costs as against

any of Nacchio and Woodruff and the Released Persons. Pursuant to Paragraph 5.5 of the Stipulation, upon its Effective Date, the Settling Defendants shall have withdrawn and waived all objections and appeals to the Qwest Stipulation and the Partial Settlement. Accordingly, upon the Effective Date of the Stipulation, the Litigation is dismissed with prejudice pursuant to the Partial Settlement as to the Settling Defendants and Released Persons in the Partial Settlement, and the Partial Settlement shall become "Final" in accordance with Paragraph 8.1(d) of the Qwest Stipulation.

-3-

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 6 of 8

8.

Except as to any claim of any individual or entity (identified on Exhibit 1

hereto) who has validly and timely requested exclusion from the N&W Class, upon the Effective Date, Lead Plaintiffs and each of the N&W Class Members shall be deemed to have, and by operation of the Judgment shall have: (i) fully, finally, and forever released, relinquished and discharged all Released Claims (including Unknown Claims) against the Released Persons, whether or not such N&W Class Member executes and delivers the Proof of Claim and Release, (ii) covenanted not to sue any of the Released Persons or otherwise to assert, directly or indirectly, any of the Released Claims against any of the Released Persons, and (iii) agreed to be forever barred and enjoined from doing so, in any court of law or equity, or in any other forum. 9. Upon the Effective Date, each of the Released Persons shall be deemed to

have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished and discharged the Lead Plaintiffs, each and all of the N&W Class Members (except as to any individual or entity who has validly, timely, and completely requested exclusion from the N&W Class), and Lead Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement or resolution of the Litigation, or the Released Claims. 10. Neither the Stipulation nor the settlement contained therein, nor any act

performed or document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Released Persons; or (b) is or may be deemed to be or may be used as an admission of, or evidence -4-

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 7 of 8

of, any fault or omission of any of the Released Persons in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal. Released Persons may file the Stipulation and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 11. The Settling Defendants shall be afforded all protections against future claims

for contribution arising out of the Litigation as provided by Section 21D-4(f)(7)(A) of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), 15 U.S.C. §78u-4(f)(7)(A), and any subsequent verdict or judgment in the Litigation shall be reduced as required by the reduction provision set forth in Section 21D-4(f)(7)(B) of the PSLRA, 15 U.S.C. §78u4(f)(7)(B). 12. Any Plan of Allocation submitted by Lead Plaintiffs or Lead Counsel or any

order regarding any attorneys' fees and expense application shall in no way disturb or affect this Judgment and shall be separate and apart from this Judgment. 13. Without affecting the finality of this Judgment in any way, this Court hereby

retains continuing jurisdiction over: (a) implementation of the settlement and any award or distribution of the N&W Settlement Fund, including interest earned thereon; (b) disposition of the N&W Settlement Fund; (c) hearing and determining applications for attorneys' fees, interest and expenses in the Litigation; and (d) the Settling Parties and QCII for purposes of construing, enforcing and administering the Stipulation.

-5-

Case 1:01-cv-01451-REB-KLM

Document 1127-6

Filed 08/15/2008

Page 8 of 8

14.

The Court finds that, at all times in connection with the institution, prosecution,

defense and resolution of the Litigation, no Settling Party violated the provisions of Fed. R. Civ. P. 11. 15. No Person shall have any claim against Lead Counsel or the Claims

Administrator, or their counsel, based on distributions made substantially in accordance with the Stipulation and the settlement contained therein, the Plan of Allocation, or further order(s) of the Court. No Person shall have any claim whatsoever against Qwest, Settling Defendants, Settling Defendants' counsel, or any Released Persons arising from or related to any distributions made, or not made, from the N&W Settlement Fund. 16. Without further order of the Court, the Settling Parties may agree to

reasonable extensions of time to carry out any of the provisions of the Stipulation. 17. In the event that the Effective Date does not occur, this Order and Judgment

shall automatically be rendered null and void and shall be vacated and, in such event, all orders entered and releases delivered in connection herewith shall be null and void.

DATED: ______________________ THE HONORABLE ROBERT E. BLACKBURN UNITED STATES DISTRICT JUDGE
S:\Settlement\Qwest.set\V2-EB-00052966.doc

-6-