Free Settlement Agreement - District Court of Colorado - Colorado

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

Document 1127-5

Filed 08/15/2008

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EXHIBIT A-3

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

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 01-cv-1451-REB-PAC (Consolidated with Civil Action Nos. 01-cv-1472-REB-PAC, 01-cv-1527-REB-PAC, 01cv-1616-REB-PAC, 01-cv-1799-REB-PAC, 01-cv-1930-REB-PAC, 01-cv-2083-REBPAC, 02-cv-0333-REB-PAC, 02-cv-0374-REB-PAC, 02-cv-0507-REB-PAC, 02-cv-0658REB-PAC, 02-cv-755-REB-PAC, 02-cv-798-REB-PAC and 04-cv-0238-REB-PAC) In re QWEST COMMUNICATIONS INTERNATIONAL, INC. SECURITIES LITIGATION SUMMARY NOTICE EXHIBIT A-3

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

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TO:

ALL PERSONS OR ENTITIES THAT PURCHASED OR OTHERWISE ACQUIRED QWEST COMMUNICATIONS INTERNATIONAL, INC. ("QWEST") PUBLICLY TRADED SECURITIES (INCLUDING COMMON STOCK, BONDS AND OPTIONS) FROM MAY 24, 1999 THROUGH JULY 28, 2002 YOU ARE HEREBY NOTIFIED that a Settlement Hearing will be held on

_____________, 2008, at _____ _.m., before the Honorable Robert E. Blackburn, United States District Judge, District of Colorado, United States Courthouse, 901 19th Street, Room A-105, Denver, Colorado. The Settlement Hearing is to consider a settlement of certain litigation on behalf of the class defined above regarding claims brought against Joseph P. Nacchio and Robert S. Woodruff (the "Settling Defendants") in the Litigation. The purpose of the Settlement Hearing is to determine: (1) whether the proposed partial settlement of the claims against Settling Defendants in the Litigation for the sum of $45,000,000 should be approved by the Court as fair, reasonable and adequate; (2) whether the Litigation should be dismissed with prejudice against the Settling Defendants; (3) whether the Plan of Allocation of the settlement proceeds is fair, reasonable and adequate and should be approved; (4) whether the application of Lead Counsel for the payment of attorneys' fees and expenses incurred by Lead Counsel in connection with the prosecution of claims against Settling Defendants in the Litigation should be approved; and (5) whether the application for reimbursement of the expenses (including lost wages) of the Lead Plaintiffs in connection with the prosecution of claims against Settling Defendants in the Litigation should be approved. Unless defined herein, all capitalized terms used herein shall have the meaning assigned to them in the Stipulation.

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If you purchased publicly traded securities of Qwest during the period beginning May 24, 1999 through and including July 28, 2002, you may be an N&W Class Member and your rights may be affected by the partial settlement of the Litigation. If you have not received a detailed Notice of Pendency and Partial Settlement of Class Action ("Notice") and a copy of the Proof of Claim and Release, you may obtain copies of the same by contacting: Qwest Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 5100, Larkspur, California 94977-5100 or downloading these documents at www.gilardi.com. You may also download the Stipulation of Settlement at the same site. These documents are also available for review at the Court. If you are an N&W Class Member, in order to be eligible to share in the distribution of the N&W Settlement Fund, you must submit a Proof of Claim and Release no later than _____________, 2008, establishing that you are entitled to recovery. However, if you submitted a valid proof of claim in connection with the previous settlement with Qwest (and others) in the Litigation, you do not need to take any further action to participate in this settlement You will be bound by any Judgment rendered in the Litigation whether or not you make a claim or you rely on a previously-submitted claim, unless you request exclusion from the N&W Class. If you wish to request exclusion from the N&W Class you must do so in writing by _____________, 2008 and in accordance with the procedures set forth in the Notice. If you request exclusion from the N&W Class, you will not participate in the distribution of the N&W Settlement Fund and you will not be bound by the Judgment in the Litigation. If your exclusion request fails to contain all the information required in the Notice, or otherwise fails -2-

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to comply with the procedures set forth in the Notice, it will be invalid and you will be bound by the terms and conditions of the Stipulation and Judgment. Any N&W Class Member may file an objection to the settlement, if he, she or it has any information why the proposed settlement of the claims against Settling Defendants in the Litigation should not be approved or why judgment should not be entered thereon; why any attorneys' fees, costs, or expenses requested by Lead Counsel or Lead Plaintiffs should not be awarded; or why the Plan of Allocation should not be approved; provided, however, that no N&W Class Member may be entitled to appear at the Settlement Hearing or contest approval of the terms and conditions of the settlement unless his, her or its objection or opposition, including the basis therefor, is made in writing and mailed or delivered such that it is filed with the Court and served on each of the following no later than ___________________, 200_: CLERK OF THE COURT DISTRICT OF COLORADO United States Courthouse 901 19th Street, Room A-105 Denver, CO 80294 and COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP KEITH F. PARK 655 West Broadway, Suite 1900 San Diego, CA 92101-3301 Lead Counsel for Plaintiffs

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BOIES, SCHILLER & FLEXNER LLP DAVID BOYD 5301 Wisconsin Ave., N.W., Suite 800 Washington, DC 20015 Counsel for Qwest STERN & KILCULLEN, LLC HERBERT J. STERN JOEL M. SILVERSTEIN JEFFREY SPEISER 75 Livingston Avenue Roseland, NJ 07068 Counsel for Joseph P. Nacchio CLIFFORD CHANCE US LLP DAVID MEISTER JAMES MILLER 31 West 52nd Street New York, NY 10166 Counsel for Robert S. Woodruff PLEASE DO NOT CONTACT THE COURT OR QWEST REGARDING THIS NOTICE. DATED: ________________, 200_ BY ORDER OF THE COURT UNITED STATES DISTRICT COURT DISTRICT OF COLORADO

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