Case 1:05-cv-00478-BNB-PAC Document 96 Filed 10/20/2006 Page 1 of 15

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 05-cv-00478-BNB-PAC

EDWARD J. KERBER, NELSON B. PHELPS, JOANNE WEST, NANCY A. MEISTER, THOMAS J. INGEMANN, JR., Individually, and as Representative of plan participants and plan beneficiaries of the QWEST PENSION PLAN,

Plaintiffs, vs.

QWEST PENSION PLAN, QWEST EMPLOYEES BENEFIT COMMITTEE, QWEST PENSION PLAN DESIGN COMMITTEE, QWEST COMMUNICATIONS INTERNATIONAL, INC.,

Defendants.

______

PLAINTIFFS’ REPLY BRIEF IN SUPPORT OF (Docket 75) MOTION FOR CLASS CERTIFICATION ______

Named Plaintiffs, hereby submit their reply brief in support of (Docket 75) their motion

for class certification and to address issues raised in Qwest Defendants’ memorandum response

(Docket 92).

A. Qwest Defendants Concede a Class Action is Appropriate for Several Claims.

To reiterate, in order to certify a class, a putative class representative must satisfy the four prerequisites of Rule 23(a) of the Federal Rules of Civil Procedure and must establish that the case fits into one of the three subcategories of Rule 23(b). Queen Uno Ltd. Partnership v.

Coeur D’Alene Mines Corp., 183 F.R.D. 687, 690, 691 (D. Colo. 1998); City Partnership Co. v.

Jones Intercable, Inc., 213 F.R.D. 576, 578 (D. Colo. 2002). Rule 23(a) states: Case 1:05-cv-00478-BNB-PAC Document 96 Filed 10/20/2006 Page 2 of 15

“One or more members of a class may sue or be sued as representative parties on behalf of all only if (1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.

Fed. R. Civ. P. 23(a). In their response memorandum (Docket 92), Qwest Defendants do not

dispute that Named Plaintiffs meet the aforesaid requirements with respect to several of their

claims – the Second and Third Claims for Relief.

1. Class Certification of the Second Claim for Relief.

Qwest Defendants do not oppose Named Plaintiffs’ motion for class certification of

Named Plaintiffs West’s Meister’s and Ingemann’s Second Claim for Relief.1 In that claim,

those Named Plaintiffs, pursuant to ERISA Section 502(a)(3), 29 U.S.C. § 1132(a)(3), request

this Court enter an order declaring Qwest Pension Plan Amendment 2003-5 which purported to

eliminate the Pension Death Benefit as illegal, in violation of the terms and conditions of the

1998-2001 I.R.C. Section 420 transfers, and order the Plan amendment stricken and the Plan

reformed to reinstate the Pension Death Benefit for persons retiring on or after January 1, 2004,

with or without a lump sum distribution. Further, Named Plaintiffs seek an order requiring the

Plan to notify and make payment of the correct amount of the Pension Death Benefit, together

with prejudgment and post-judgment interest, to each Plan participant and qualified mandatory

beneficiaries for whom the Pension Death Benefit became payable after January 1, 2004. Named

Plaintiffs seek removal from the Plan administration those persons who supported, assisted and

1 In this Court’s Order of October 5, 2006 (Docket 91), the Court ruled that neither Kerber nor Phelps can pursue the Second Claim for Relief - challenging Qwest Pension Plan Amendment 2003-5 - because that plan amendment does not affect their rights, as it only affects the rights of Post-2004 retirees.

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acquiesced in and defended the Plan sponsor’s efforts to eliminate the Pension Death Benefit for

persons commencing retirement pay status on or after January 1, 2004.

Qwest Defendants state in their response brief that:

“the class that may be certified (unless the Court rules that the Death Benefit is not an accrued benefit as a matter of law) is that represented by Ingemann, West and Meister as representatives of Post-2004 Retirees who elected an annuity and who may pursue the Second and Third Claims for Relief seeking to enjoin Amendment 2003-5 and to clarify the Post-2004 annuitants right to future benefits, . . ”

(Docket 92, p. 4). However, the Second Claim for Relief is not limited to seeking relief for only

those persons who received monthly pension annuities. This claim is also brought on behalf of

those persons who, just like Named Plaintiffs West and Meister, chose to receive a lump sum

distribution upon termination of Qwest employment. Both Named Plaintiffs West and Meister

elected to receive a lump sum distribution, but the payment, due to Qwest Pension Plan

Amendment 2003-5, did not include the present actuarially reduced value of the Pension Death

Benefit.2 Named Plaintiff Ingemann, a Post-2004 retiree, chose a monthly annuity. All three

post- January 1, 2004 retirees were adversely affected by the same challenged Qwest Pension

Plan Amendment 2003-5. Therefore, class certification of the Second Claim for Relief should encompass both groups of persons (monthly annuitants and lump sum recipients) retiring after

January 1, 2004.

2 It is undisputed that before Named Plaintiffs West and Meister retired, pension payments representing present actuarially reduced Pension Death Benefits were delivered to over 8,000 other Pre-2004 retiring Plan participants who chose to receive lump sum pension payments.

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2. Class Certification of the Third Claim for Relief.

Qwest Defendants do not oppose Named Plaintiffs’ motion for class certification of the

Third Claim for Relief. In that claim, Named Plaintiffs, pursuant to ERISA Section

502(a)(1)(B), 29 U.S.C. Section 1132(a)(1)(B), request this Court to clarify their rights to future

payment of Pension Death Benefits. Named Plaintiffs seek a declaration that their mandatory

beneficiaries, to the extent there are any at time of death, are entitled to the Pension Death

Benefit payable from the Plan. Named Plaintiffs seek a declaration that persons who retired on

or after January 1, 2004 and received a lump sum distribution, minus the value of the Pension

Death Benefit, are entitled to receive an additional lump sum payment representing the unpaid

Pension Death Benefit, plus interest.

Qwest Defendants state in their response brief that:

“the class that may be certified (unless the Court rules that the Death Benefit is not an accrued benefit as a matter of law) is that represented by Ingemann, West and Meister as representatives of Post-2004 Retirees who elected an annuity and who may pursue the Second and Third Claims for Relief seeking to enjoin Amendment 2003-5 and to clarify the Post-2004 annuitants right to future benefits, respectfully and the class represented by Kerber and Phelps who may pursue the Third Claim for Relief to clarify the Pre-2004 annuitants right to future benefit, if any.”

However, that claim also seeks a declaration of the rights of persons like Named Plaintiffs West and Meister who retired after January 1, 2004 and received a lump sum distribution. Qwest

Defendants give no explanation for limiting class certification of the Third Claim for Relief to persons on monthly annuity pension status and excluding other persons similarly situated to

Named Plaintiffs West and Meister.

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B. There Should Be Class Certification of the Fourth Claim for Relief.

1. Qwest Defendants Misread the Fourth Claim For Relief Which Alleges Mischaracterization/Misclassification of the Pension Death Benefit in the Governing Plan Document and Formal Plan Statements.

The Fourth Claim for Relief is set forth in the Second Amended Complaint at ¶¶ 193-

198. (See Docket 29, pp. 43-44). In the Fourth Claim for Relief, Named Plaintiffs, pursuant to

ERISA Section 502(a)(2), 29 U.S.C. Section 1132(a)(2), seek equitable and remedial relief for

the benefit of the Plan as a whole including an order requiring the Qwest Pension Plan Design

Committee, the Qwest Employee Benefits Committee and Qwest, as plan sponsor, to correct

faulty language in Governing Plan document and the Plan’s current SPD and issue corrected

Plan documents, including an SPD disclosing the Pension Death Benefit is a vested, protected or accrued defined pension benefit, not subject to reduction or elimination absent a plan termination. In the alternative, Named Plaintiffs seek the same declaratory, injunctive and equitable relief pursuant to ERISA Section 502(a)(3), 29 U.S.C. § 1132(a)(3). Another way of framing the common core issue in this Fourth Claim for Relief is whether Qwest Defendants

must reform the current Governing Plan document and the SPD and incorporate a written

commitment to provide the vested Pension Death Benefit to Named Plaintiffs’ qualified

beneficiaries and Class members’ qualified beneficiaries.

In their opposition to class certification of the Fourth Claim for Relief, Qwest Defendants

focus only on the current SPD, not the current Governing Plan document, a recent Summary of

Material Modification (SMM) or other official Plan publications. Qwest Defendants argue that:

“[t]he present SPD does not characterize the Death Benefit as a welfare benefit. The SPD refers to the Pension Death Benefit as a defined benefit in the same way it was referenced in prior SPDs.”

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(Docket 92 at p. 11). Qwest Defendants argument misreads the Second Amended Complaint. It

is undisputed that the current Governing Plan Document portrays the Pension Death Benefit as a

mere ancillary, welfare or take-away benefit, not an accrued benefit. (See Defts’ Ex. A to

Docket 69 at p. 4, Bates 4572, Section 1.0B, stating “Accrued Benefits shall not include any benefits under Article VII [i.e., the Pension Death Benefits]”). Not long before this civil action was commenced, Qwest distributed to Named Plaintiffs (and purportedly to all other retirees) a

SMM which document serves to modify the latest SPD. Within the SMM, Qwest Defendants state:

“Benefits are determined by Qwest in its sole discretion and Qwest has reserved the right in its sole discretion, to change, modify, discontinue or terminate the Plan and/or any of the benefits under the Plan with respect to all participant classes, retired or otherwise, at any time without prior notice, subject to applicable laws and collective bargaining agreements.” (emphasis added).

(See Defts’ Ex. I to Docket 71 “Summary of Material Modifications Qwest Pension Plan

December 2003” at p. 4, Bates 178). Included within the phrase “any of the benefits under the

Plan” is the Pension Death Benefit. Thus, the SMM which edits the SPD supports Named

Plaintiffs’ allegations and valid fears that, contrary to their vested rights, Qwest Defendants have

mischaracterized the Pension Death Benefit to be subject to a general reservation of rights clause

and not a vested, protected defined pension benefit as it was historically represented. . . thus

causing harm to the Plan and misleading Plan participants. Moreover, since November 2005,

Qwest Defendants have been sending out a ‘form’ letter to retirees who inquire about the

Pension Death Benefit telling them:

“Please be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate at it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan.”

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(See Exhibit 5 - form letter “Response to Frozen Death Benefit Inquiry”; and Exhibit 6, hereto,

Qwest Pension Plan Manager Margie Dobis, Depo. Tr. 44:7-45:3). Therefore, it is rather

disingenuous for Qwest Defendants to argue against class certification of the Fourth Claim for

Relief by stating, “Plaintiffs cannot create a common question by mischaracterizing the Plan

documents.” (Deft’s Brief, Docket 92, p. 12). Here, the “pot’s calling the kettle black.”

Finally, Named Plaintiffs wish to point out that Qwest Defendants either misread or deliberately mischaracterize the Fourth Claim for Relief as being pursued only under ERISA

Section 502(a)(2), 29 U.S.C. § 1132(a)(2). (See Defts’ Brief, Docket 92 at p.2 and 3). This

Fourth Claim for Relief which seeks reformation of Plan documents is also pursued under

ERISA Section 502(a)(3), 29 U.S.C. § 1132(a)(3), since the act of reforming documents will

have to be carried out by the Qwest Pension Plan Design Committee, the entity with authority

delegated from the Plan sponsor. (See Docket 29, Second Amended Complaint at ¶¶ 29 and 198

and Prayer ¶¶ J and K).

2. Certification of the Fourth Claim Under Rule 23(b)(2) Is Proper.

Rule 23(b)(2) permits certification where a plaintiff (1) alleges the party opposing the class has acted or refused to act on grounds generally applicable to the class and (2) seeks predominately injunctive or declaratory relief. Fed. R. Civ. P. 23(b)(2); Adamson v. Bowen,

855 F.2d 668,676 (10th Cir. 1988); Vaszlavik v. Storage Tech. Corp., 183 F.R.D. 264,272 (D.

Colo. 1998). Here, Qwest Defendants have “acted or refused to act on grounds generally applicable to the class.” Specifically, Named Plaintiffs allege, and Qwest Defendant admit, that

“Defendants refused and will continue to refuse to incorporate into the governing PLAN document and the SPD a commitment to provide the Pension Death Benefit for Named Plaintiffs’

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and the proposed class of PLAN participants’ mandatory beneficiaries.” (See Dockets 29 and 33

at ¶ 141 and Exhibit 7 hereto, Qwest VP Felicity O’Herron Depo. Tr. 258:6-20).3 Moreover,

Qwest Defendants continue to refuse to either rescind or renounce their threat to eliminate the

Pension Death Benefit for all persons retired prior to January 1, 2004 who are receiving monthly

service pension annuities. This continuously threatening posture espoused by Qwest leadership

is fundamentally at odds with ERISA’s most important purpose which is to assure American

workers and retirees “that they may look forward with anticipation to a retirement with financial

security and dignity, without fear that this period of life will be lacking in the necessities to

sustain them as human beings within our society.” Stewart v. Thorpe Holding Co. Profit Sharing

Plan, 207 F.3d 1143, 1148 (9th Cir. 2000).

This stance taken against putative class members makes certification appropriate under

Rule 26(b)(2). See Reese v. CNH Am. LLC, 227 F.R.D. 483, 489 (E.D. Mich. 2005) (Rule

23(b)(2) requirements met where company threatened reduction in health care benefits). The primary relief sought against Qwest Defendants is declaratory and injunctive relief , including an order reforming the Qwest Pension Plan and removing a cadre of misbehaving Plan fiduciaries and Plan administrators. The Tenth Circuit has expressly approved of the certification of classes

“where the relief sought is injunctive and declaratory.” Horn v. Associated Wholesale Grocers,

Inc., 555 F.2d 270, 275-76 (10th Cir. 1977).

3 When the motion for class certification was filed on September 8, 2006, the transcript of the September 6 deposition of Qwest VP Felicity O’Herron was not available. As shown by her testimony, this stance taken against putative class members makes certification appropriate under Rule 26(b)(2).

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C. There Should Be Class Certification of Three Primary Issues or Elements of the First Claim for Relief.

Rule 23(b)(3) provides for class certification if “the court finds that the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy.” Fed.R.Civ.P. 23(b)(3). In other words, a plaintiff must demonstrate that “the issues in the class action that are subject to generalized proof, and thus applicable to the class as a whole. . . . predominate over those issues that are subject only to individualized proof.” In re Visa Check/MasterMoney Antitrust Litigation, 280 F.3d 124, 136

(2nd Cir. 2001) (quotation marks and citation omitted). With respect to the First Claim for Relief

(breach of fiduciary duty / detrimental reliance), Qwest Defendants’ brief primarily focuses on the need for individualized proof of detrimental reliance by each putative class member. (Defts’

Brief., Docket 92 at pp. 6-12). As Qwest Defendants point out, the elements of a claim of breach of fiduciary duty arising from misrepresentation/omission are:

1) the defendant’s status as an ERISA fiduciary; 2) a misrepresentation [or omission] on the part of the defendant; 3) the materiality of that [omission] misrepresentation; and 4) detrimental reliance by the plaintiff on the [omission] misrepresentation.

Burstein v. Retirement Acct. Plan, 334 F.3d 365, 384 (3rd Cir. 2003). The first three elements are issues that are suitable for class certification. As the Second Amended Complaint explains, if the Pension Death Benefit was always a mere welfare or take-away benefit (which it never was), certainly, there was a prolonged period of material omissions. This Court can class certify common issues of that claim, such as the following allegations and issues asserted in the Second

Amended Complaint:

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91. From 1984 to July 2000, U S WEST, Inc. used the aforementioned PLAN publications and SPDs as the primary informational documents issued to its retirees to inform them of their rights and obligations for Pension Death Benefits under the PLAN.

92. All of the written representations in the PLAN publications and SPDs issued by AT&T (and Baby Bells - Mountain Bell, Northwestern Bell, Pacific Northwest Bell) and U S WEST were part of a common course of conduct designed to impress upon Named Plaintiffs and the proposed class of PLAN participants that the Pension Death Benefit was a funded, vested, protected accrued defined pension benefit, and there was a legally enforceable commitment that the Pension Death Benefit would be made payable to mandatory beneficiaries.

93. In none of the PLAN publications and SPDs that AT&T (Baby Bells) and U S WEST issued to Named Plaintiffs and the proposed class of PLAN participants were there statements and disclosures to advise PLAN participants that the sponsoring company reserved the right to reduce or eliminate the Pension Death Benefit after a PLAN participant had retired, in the absence of a PLAN termination.

94. Certainly, in none of the PLAN publications and SPDs that AT&T (Baby Bells) and U S WEST issued to Named Plaintiffs and PLAN participants were there statements and disclosures, easily understood by a reasonable person, to advise PLAN participants that the sponsoring company reserved the right to reduce or eliminate the Pension Death Benefit after a PLAN participant had retired, in the absence of a PLAN termination.

103. AT&T and U S WEST, as PLAN sponsors, and PLAN administrators (including the COMMITTEE) treated the Pension Death Benefit under the PLAN to be a vested, protected or accrued defined pension benefit. For instance, in all of the SPDs issued during years 1977 through at least 1996, under the heading “Type of Plan” the PLAN sponsor and PLAN fiduciaries affirmatively represented that under the definitions of ERISA”, the PLAN was “classified” as a “‘defined benefit plan’ for service and deferred vested pension purposes and for payment of certain sickness death benefits upon the death of a Pension Plan participant.” 4

104. By classifying and representing the Pension Death Benefit to be a defined benefit plan, U S WEST and PLAN administrators (including the COMMITTEE) elected

4 The Plan sponsor deliberately chose not to classify the “payment of certain sickness death benefits” as a “welfare benefit.” At the very least, that language appearing in all of the SPDs representing the “payment of certain sickness death benefits” as a “defined benefit plan” is positive indication of ambiguity, something to make you scratch your head, thus, opening the door to consideration of extrinsic evidence, including testimony of former Plan sponsor executives, former Committee members and former Plan administrators.

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to treat the Pension Death Benefit to be an entitlement, an “accrued benefit” under ERISA Section 3(23), 29 U.S.C. § 1002(23), subject to strict vesting requirements.

151. As PLAN fiduciaries, Defendants QWEST and COMMITTEE had a duty to communicate material facts affecting the interests of Named Plaintiffs and PLAN participants. Defendants had a duty to disclose material information, including whether the Pension Death Benefit could be reduced or eliminated in the absence of a PLAN termination.

154. The COMMITTEE’s and PLAN Administrator’s past failure to disclose that the Pension Death Benefit could be either reduced or eliminated even in the absence of a PLAN termination was recklessness, a material omission and fiduciary misconduct, since there was a substantial likelihood that omission would mislead a reasonable employee into making an inadequately informed decision upon retirement about electing to receive an immediate distribution of the Pension Death Benefit and other PLAN benefits, or electing to receive an annuity and the Pension Death Benefit payable after death to the surviving spouse or dependent beneficiaries.

155. The COMMITTEE’s and PLAN Administrator’s past failure to disclose that the Pension Death Benefit could be either reduced or eliminated even in the absence of a PLAN termination was recklessness, 5 a material omission and fiduciary misconduct, since there was a substantial likelihood that omission would mislead a reasonable PLAN participant about whether or not to purchase life insurance on the market.

Rule 23 of the Federal Rules of Civil Procedures allows class certification of issues, not

just entire “claims.” For instance, Rule 23(c)(1)(B) states: “An order certifying a class action

must define the class claims, issues, or defenses, and must appoint class counsel under Rule

23(g).” Likewise, Rule 23(c)(s)(B) states that class notice “must state in plain, easily

understood language . . . • the class claims, issues, or defenses.” Just as there can be a class

5 By “recklessness” Named Plaintiffs mean the Plan fiduciaries’ conduct was an extreme departure from the standards of ordinary fiduciary care and the misconduct presented a danger of misleading Plan participants about important information concerning the Pension Death Benefit that was either known to AT&T (Baby Bells) and U S WEST controlled Plan fiduciaries or was so obvious that the Plan fiduciaries should have been aware of the false impression given to Plan participants.

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action based upon a common “defense” there can be a class action based upon common issues.

This Court should certify and pass judgment upon the aforesaid key issues with respect to the First Claim for Relief. Those issues are subject to generalized proof . Of course, if the merits of those issues favor Qwest Defendants they should want the issues class certified, as no other party can later prove a claim of breach of fiduciary duty / equitable estoppel. On the other hand, if the merits favor the putative class members, the Court can deal with the last element of the First Claim for Relief - detrimental reliance - by fashioning appropriate equitable relief, such as a decree requiring Qwest Defendants to fairly deal with the sworn affidavits they can expect to be receiving from thousands of putative class members and their beneficiaries.

It is downright ludicrous for Qwest Defendants to state in their opposition memorandum brief that “[t]here is no evidence that the purported class of Pre-2004 Retirees did not, as a class,

purchase additional life insurance, or that they cannot do so now, or even that they are concerned

about this issue.” (Defts’ Brief, Docket 92 at p. 10). Qwest Defendants’ leaders have been

inundated with hundreds of letters and email messages from putative class members.6

Finally, class certification of key issues, excluding the issue of detrimental reliance,

within the First Claim for Relief would further the public policy of favoring class certification

when it is a superior method for adjudicating issues and claims. The parties agree that

‘numerosity’ is not an issue in this case. But, the Court should consider available data which

6 For defense counsel to suggest that retirees are not concerned about this issue is unfathomable and outrages Named Plaintiffs and the class they seek to represent. Is it that outside defense counsel do not talk with Qwest leadership about this subject matter? Or, have they not taken any time to notice the document production? In formal discovery alone, there has been produced from the files of Qwest CEO Richard Notebaert, Qwest Executive Vice President Barry Allen, Qwest Vice President Felicity O’Herron, Qwest Chief Human Resources Officer Jill Sanford over a thousand pages of emails and protest letters sent to them by the retiree populace - Bates Nos. 4990-5443, 5705-5928, 6009-6260, 6356-6425, 6430-6477, 7142-7636, etc. . Indeed, this is a big concern, not to belittle.

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proves the overwhelming majority of annuitant pensioners with a stake in the outcome of this

Pension Death Benefits litigation are already over age 65. See Exhibit 8 hereto - a Watson-

Wyatt report using May 2004 data to estimate there are over 26,000 annuitant pensioners who

may have qualified beneficiaries for the Pension Death Benefit payment, which data is

reproduced below:

Management Retirees: Total

Age < 60 60-69 70-79 89-89 90+ Numbers 304 1,994 4,698 2,333 312 9,641

Occupational Retirees:

Age < 60 60-69 70-79 89-89 90+ Numbers 1,322 3,403 7,484 3,649 628 16,486

Total Retirees:

Age < 60 60-69 70-79 89-89 90+ Numbers 1,626 5,397 12,182 5,982 940 26,127

Within the past two years, several thousand retirees and/or their qualified beneficiaries have

passed away, now making the total number of annuitant pensioners closer to 23,500. And the

figures above reflect only annuitant pensioners, not several thousands of persons who, like

Named Plaintiffs West and Meister, retired after January 1, 2004 and received lump sum distributions that, due to Qwest Pension Plan Amendment 2003-5, did not include the value of

the actuarially reduced Pension Death Benefit.

CONCLUSION

The decision whether or not to certify this case as a class action rests soundly in the

Court’s discretion. Shook v. El Paso County, 386 F.3d 963, 967-68 (10th Cir. 2004). While this

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Court has broad discretion, certification is favored even if some doubt remains after a Rule 23 review. In re Williams Cos. ERISA Litig., 231 F.R.D. 416, 420 (N.D. Okla. 2005). For all the foregoing reasons, Named Plaintiffs respectfully request the Court to:

(1) certify the Second, Third and Fourth Claims for Relief in this case as a class action pursuant to Rule 23(a), and Rules 23(b)(l) and/or (b)(2); and, in the alternative, certify those claims as a class action under Rule 23(b)(3);

(2) certify the key issues/elements of proof (except detrimental reliance) of the First Claim For Relief in this case as a class action pursuant to Rule 23(a), and Rules 23(b)(l) and/or (b)(2); and, in the alternative, certify those issues under Rule 23(b)(3);

(3) certify the Class to be defined as:

All Qwest Pension Plan participants (and beneficiaries thereof) who retired before January 1, 2004 and are receiving either a service pension annuity or disability pension annuity, and all those persons (and beneficiaries thereof) who retired on or after January 1, 2004 and received a lump sum distribution of their service pension annuity, minus the lump sum present value of the Pension Death Benefit;

(4) appoint Named Plaintiffs West, Meister and Ingemann as Class representatives of the Second Claim for Relief;

(5) appoint all Named Plaintiffs as Class representatives of the Third and Fourth Claims for Relief;

(6) appoint all Named Plaintiffs as Class representatives of the key issues/elements of proof (except detrimental reliance) of the First Claim For Relief in this case; and

(7) appoint Curtis L. Kennedy as Class Counsel.

Dated: October 20, 2006. s/ Curtis L. Kennedy Curtis L. Kennedy 8405 East Princeton Avenue Denver, CO 80237-1741 Telephone: 303-770-0440 Facsimile: 303-843-0360 e-mail [email protected] Attorney for Named Plaintiffs

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Index of Exhibits Filed Herewith

Exhibit 5 Form letter - “Response to Frozen Death Benefit Inquiry”

Exhibit 6 Deposition Transcript - Margie Dobis, Qwest Pension Plan Manager

Exhibit 7 Deposition Transcript - Felicity O’Herron, EBC member and Rule 30(b)(6) witness

Exhibit 8 Watson Wyatt Report using May 2004 data

CERTIFICATE OF SERVICE

I hereby certify that on the 20th day of October, 2006, a true and correct copy of the above and foregoing document, together with Exhibits 5-8, was electronically filed with the

Clerk of the Court using the CM/ECF system and a courtesy copy was emailed to Defendants’ counsel of record as follows:

Elizabeth I. Kiovsky, Esq. Sherwin S. Kaplan, Esq. Beth Doherty Quinn, Esq. THELEN REID & PRIEST LLP BAIRD & KIOVSKY, LLC 701 Eighth Street, NW 2036 E. 17th Ave. Washington, D.C. 20001 Denver, CO 80206-1106 Tele: 202.508.4218 Tele: 303-813-4500 Fax: 202.654.1845 Fax: 303-813-4501 [email protected] (Sherwin S. Kaplan, Esq.) [email protected] (Beth Kiovsky, Esq.) Counsel for Qwest Defendants [email protected] (Beth Doherty Quinn, Esq. Counsel for Qwest Defendants

Also, copy of the same was delivered via email to Named Plaintiffs as follows:

Edward J. Kerber Nancy A. Meister 33302 Neacoxie Lane 12400 48th Ave., N. Warrenton, OR 97146 Plymouth, MN 55442-2008 [email protected] (Edward J. Kerber) dnmeister@comcast.net (Nancy A. Meister)

Nelson B. Phelps Thomas J. Ingemann, Jr. 1500 So. Macon St. 955 Ford Road Aurora, CO 80012-5141 Newport, MN 55055-1515 nelsonphelps@comcast.net (Nelson B. Phelps) [email protected] (Thomas Ingemann)

Joanne West 10172 South Miner Drive South Jordan, UT 84095-2421 [email protected] (Joanne West) /s Curtis L. Kennedy Curtis L. Kennedy Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 1 of 16

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 05-cv-00478-BNB-PAC

EDWARD J. KERBER, NELSON B. PHELPS, JOANNE WEST, NANCY A. MEISTER, THOMAS J. INGEMANN, JR., Individually, and as Representative of plan participants and plan beneficiaries of the QWEST PENSION PLAN,

Plaintiffs, vs.

QWEST PENSION PLAN, QWEST EMPLOYEES BENEFIT COMMITTEE, QWEST PENSION PLAN DESIGN COMMITTEE, QWEST COMMUNICATIONS INTERNATIONAL, INC.,

Defendants. ______Exhibit 5 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 2 of 16

Spirit of Service

November 28, 2005

Ms. Arlene S. Wagner 5402 E. McKellips Rd., Lot 69 Mesa, AZ 85215

Re: Response to "Frozen Death Benefit" Inquiry

Dear Ms. Wagner:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently $36,214.84. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of App~dix L of the Qwest Pension Plan that defines who is a "’qualified beneficiary" eligible to receive the benefit. You may also ref~ to the Summary Plan Description for fi2rther explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan

If you have questions regarding your pension benefit, please call 1-800-729-7526 or ~,arnail Info~QwestPension.eom. If you have further questions about other benefits, such as Health & Life Insurance, you may also tail 1-800-729-7526 and follow the prompts.

Sincerely,

Owest Se~’ice Center @ Watson Wyatt 950 17th S~t; Box 46 Denver, CO 80202 www.qwestpension.com

Enclosure

KERBER et al / QWEST Document Production # 7137

Qwest Service Center @ Watson Wyatt * 950 17t~ Street, Box 46 ¯ Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 3 of 16

~ O W e S t;. Sf)irit of Service

November 28, 2005

Mr. Dennis E. Schumacher 1_..4 Walworth St. Belie Fourche, SD 57717

Re: Response to "Frozen Death Benefit" Inquk"y

Dear Mr. Schumacher:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently $35,802.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiary" eligible to receive the benefit. You may also refer to the Summary Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its rimht, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email Infof~,Q~vestPension.eom. If you have further questions about other b,-mefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest S~’vice Center @ Watson Wyau 950 17th Street; Box 46 Denver, CO 80202 w~,-x.qwesrpension.com

Enclosure

KERBER et al / QWEST , Document Production # 7135

Qwest Service Center @ Watson Wyatt * 950 17th Street, Box 46 ° Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 4 of 16 Qwe st. Spirit of Service

November 28, 2005

Ms. Bonnie Price 3619 Tamarack Ave NW Bemidji, MN 56601-4257

Re: Response to "Froz-~n Death Benefit" Inquiry

Dear Ms. Price:

This lett~ is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently $?5,897.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed¯is a copy of Appendix L of the Qwest Pension Plan that defines who is a "’qualified beneficiary"’ eligible to receive the benefit. You may also refer to the Summary Plan D~cription for fiirther explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eIiminate it at any time. Unlike the pension benefits tinder the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit ,andcr the Qwest Pension Plan_

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email [nfo(’~QwestPension.eom. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest Service Center @ watson Wyatt 950 17th Street; Box 46 Denver, CO 80202 www.qwestpension.com

Enclosure

KERBER et al / QWEST Document Production # 7129

Qwest Sew’ice Center @ Watson Wyatt ¯ 950 17a Street, Box 46 * Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 5 of2"; 16 Q w e s t2 Spirit of Service

November 28, 2005

Ms. I. lnez Sn’atton P.O. Box 965 Cascade, D 836I I

Re: Response to "Frozen Death Benefit" Inquiry

Dear Ms. Stratton:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the mount of the Frozen Death Benefit is currently $29,953.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest P~-msion Plan that defines who is a "quaIified beneficiary" eligible to receive the benefit. You may also ref~ to the Summary, Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its fight, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accru,’~t or guaranteed benefit under the Qwest Pension Plan.

You me currently receiving your pension benefit as a 1006/o Joint and Survivor Annuity of $1,087.00 per month. If you should die before your beneficiary, Mr. Clair A. Stratton, he will receive a monthly benefit of $1,087.00 for the remainder of his lifetime. If Mr. Stratton should die before you, your benefit will change to $1,358.75 per month for the remainder of your lifetime.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email Info~)QwestPension.com. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest Service Center @ Watson Wyatt 950 t7th Street; Box 46 Denv~, CO 80202 ,a~’w.qwesrpension.com KERBER et al / QWEST Document Production #7133 Enclosure

Qwest Sen, ice Center @ Watson Wya1~ o 950 17~h Street, Box 46 ¯ Denver, CO 80202 .. , ~. Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 6 of 16 Q w e s t. Spirit of Service

November 28, 2005

Mr. P.J. CaIlahan 1100 University St.. Apt. 17L Seattle, WA 98101

Re: Response to "’Frozen Death Benefit" Inquiry

Dear Mr. Callahan:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently $36,360.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiary" eligible to receive the benefit. You may also refer to the Summary Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan. .-

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email Info~QwestPension.com. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest Service Center @ watson Wyatt 950 t 7th Street; Box 46 Denver, CO 80202 w-oew.qwestpension.com

Enclosure

KERBER et al/QWEST Document ProductLon # 7125

Qwest Ser~dce Center @ Watson Wyatt * 950 17~h Stre~et, Box 46 ° Denv~, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 7 of 16 .,i Qwe s t. ¯ Spirit of Service

November 28, 2005

Mr. William H. Beaudry 709 Minneapolis Ave. Duluth, MN 55803

Re: Response to "Frozen Death Benefit" Inquiry

Dear Mr. Beaudry:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the mount of the Frozen Death Benefit is currently $49,316.00. Under the current provisions of the Qwest Pension Piam this amount would be payable upon vour death to a qualified beneficiary, as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiary" eligible to receive the benefit. You may also refer to the Summary, Plan Description for further explanation of your benefits If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in i’.s sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any "time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or ~aranteed benefit under the Qwest Pension Plan.

Lf you have questions regarding your pension benefit, please call 1-800-729-7526 or email Infofti!QwestPeusion.com. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest Service Center @ Watson Wyatt 950 17~h Street; Box 46 Denver, CO 80202 www.qwestpension.com

Enclosure

KERBER et al / QWEST Document Production # -7121

Q,,vest Se~fice c~’nter @ Watson Wyatt * 950 17th Street, Box 46 - Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 8 of 16

Q w e s "r.7-- ...... Spirit of Service

December 12, 2005

Mr, Ira M. Murphy 12 Road 5323 Farmin~on, NM 87401

Re: Response to Inquiry

Dear Mr. Murphy:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the mount of the Frozen Death Benefit is currently $19,200.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiary!’ eligible to receive the benefit. You may also refer to the Summary Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminare it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan.

You are currently receiving your pension benefit as a 50% Joint and Survivor .~mnuity of $763.92 per month. If you should die before your beneficiary’, Ms. Rachel Murphy, she wilI receive a monthly benefit of $381.96 for the remainder of her lifetime. In the event of your death, Ms. Murphy will need to call 1-800-729-7526 and select the "Retiree" option, then select the "Reporting a Death" option.

If you have questions regarding your pension b~-mefit, please call 1-800-729-7526 or email lnfo~QwestPension.eom. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-,,9-7~_6-v-~ -9 and follow the prompts.

Sincerely,

Qwest Service Center @ Watson Wyatt 950 17th Street; Box 46 Denver, CO 80202 www.qwestpension.com KERBERetal QWEST Enclosure Document Production # 7127

Qwest Service Center @ Watson Wyatt ° 950 17th Street, Box 46 * Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 9 of 16

Spirit of Service

December 12, 2005

Ms. LaVerne Johnson 3325 38 St So Moorhead, M-N 56560

Re,: Response to "Frozen Death Benefit" inquiry

Dear Ms. Johnson:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently $12,021.72. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary" as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified bencficiary," eligible to receive the benefit. You may also refer to the Summary Plan Description for furth~ explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absolute discretion, to changc the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the p~sion benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email Info(d!QwestPension.com. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sinc~ely,

Qwcst Service Cent~ @ Watson Wyatt 950 17m Street; Box 46 Denver, CO 80202 w,a~.qwestpension.com

Enclosure

KERBER et al / QWEST Document Production # 7123

Qwest Service Center @ Watson Wyatt ° 950 17th St.-st, Box a6 ° Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 10 of 16 W e s t--- ...... Spirit of Service

December t2, 2005

Mr. W.R. McBee 1844 NW Candler Ave Grants Pass, OR 97526

Re: Response to "Frozen Death Benefit" Inquiry

Dear Mr. McBee:

This letter is in response to vour inquir3’ about the Frozen Death Benefit undcr the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently $37,320.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appcndix L of the Qwest Pension Plan that defines who is a "qualified beneficiary," eli~ble to receive the benefit. You may also refer to the Summary Plan Description for further explanation of your benefits. I_f you do not have a copy, we would be happy to send you one.

P1ease be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. UnIike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email In(o(~QwestPension.eom. If you have further questions about other b~efits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest Service Center @ Watson Wyatt 950 17th strut; Box 46 Denver, CO 80202 www.qwestpension.com

Enclosure(s)

KERBER et al QWEST Docu?nent Production #7119

Qwest Service Center @ Watson Wyatt ° 950 17th Street, Box 46 ° Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 11<, of.... 16

Q w e s ...... Spirit of Service

December 19, 2005

Mr. Daryl E. Omlid 1126 11m Ave S. St. Cloud, MN 56301

Re: Response to "Frozen Death Benefit" Inquiry

Dear Mr. Omlid:

This letter is in response to your inquiry, about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currenttv 5a8,784.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy’ of Appendix L of the Qwest Pension Plan that defines who is a "quaIified beneficiary" eligible to receive the benefit. You may also refer to the Summary Plan Description for further expIanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any, time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan.

At the time of your retirement, you elected to receive your pension benefit as a Single Life .~n_nui~. The Single Life ,~nuity is payable for your lifetime only’. Upon your death, there are no fin"chef pension benefits payable.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email Info,[email protected]. If you have further questions about other benefits, such as Health & Life Insurance, you may also call t-800-7.~9~7~,6% -") and follow the prompts.

Sincerely,

Qwest SerAce Center @ Watson Vv’yatt 950 17m Street; Box 46 Denver, CO 80202 ww,,v.qwestpension, corn

Enclosure KERBER et al / QWEST Document Production # 7139

Qwest Sera,ice Center @ Watson Wvau ° 950 17th Street, Box -4-6 * Denver, CO 80202

[~. ¯ Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 12 of,:... 16

Q w e s 1:. " Spirit of Service

January 23, 2C)06

Mr. Richard R. Schueler i 0a0 Nutter Blvd. Billings. NIT 59105

Re: Response to "Frozen Death Benefit" Inquiry

Dear Mr. Schueler:

This letter is in response to your inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records intricate that the amount of the Frozen Death Benefit is currently $34.234.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary, as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiary" etig-ible to receive the benefit. You may also refer to the Summary Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absotute discretion, to chano_e the terms of the Frozen Death Benefit or eliminate it at an)’ time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, acc~ed or guarameed benefit under the Qwest Pension Plan. tn the event of your death~ your beneficiary would need to call the Qwest Se~.ice Center @ Watson \x..:yatt at 1-800-729-7526 and select option 3 to report the death.

If you have questions reo_arding your pension benefit, please call 1-800-729-7526 or email Int’ocG, QwestPension.eom-. If you have further questions about other benefits, such as Health & Life Insurance, you may’ also call 1-800-729-7526 and follow the prompts.

Sincerely,,

Qwest Service Center @ Watson W\’att 950 17~h Street; Box a6 Denver. CO 80202 www.qwestpension.corn

Enclosure(s)

KERBER et al / QWEST Document Production # 7141

Qwest Service Center @ \Vatson \Vyatt ° 950 17th Street: Box 46 °’Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 13 of 16

..... ;}.,-"" .:’5: Q t .... " Spirit of Service

February 13, 2006

Mr. William E. Haa.ker 3871 S. Ros~--rnar?,. Way Denver, CO 80237

Re: Response to "Frozen Death Benefit" Inquiry,

Dear Mr. Haaker:

This le~er is in response to vour inquiry about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently 543,300.00. Under the cun:ent provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiary" eliNble to receive the benefit. You may also refer to the Summary Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its fight, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or ~maaranteed benefit under the Qwest Pension Plan.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or emalI InfoCg~QwestPension.eom. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest Service Center @ Watson Wyatt 950 17± Street; Box 46 Denver, CO 80202 w~-. qw estpension.com

Enclosure(s)

KERBER et al / QWEST Document Production #7115

Qwest Service Center @ watson Wyatt ", 950 17± S:eet, Box 46 o Denver, CO 80202

f Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 14 of 16 ,~ :~::~,i~ ,iS

..;15..i~!i-F Qwest. Spirit of Service

FebruaxT 13, 2006

Mr. Leroy Lingbeck 3700 S. Westport Ave. - - i000 Sioux Fails, SD 57106-6344

Response to "Frozen Death Benefit" Inquiry.

Dear Mr. Lingbeck: letter is in response to -,,our inquiry about the Frozen Death Benefit under.the Qwest

visions of the Qwest Fens~on ~’tar~ t.~s <7~ 105 00 Under the current pro ...... ;- defined b’~, the Qwest Pension. ayable upon your death to a quahfied benelnmary as tins t~tm x~ ilan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiar." eli~ble to receive the benefit. You may also refer to the Summary Plan Description for fm’~er exptanation of your benefits. If you do not have a copy, we would be happy to send you one. Please be advised the Company has reserved i~ rig_ht, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or ~aranteed benefit under the Qwest Pension Plan. If you have questions regarding your pension benefit, plebe catl 1-800-729-7526 or emai1 i__nfo~QwestPension.eom_. If you have further questions about other benefits, such as Health & Life Insurance, you may also call t-800-729-7526 and follow the prompts.

Sincerely,

Qwest Se~ice Center @ Watson Wyatt 950 17a street; Box 46 Denver, CO 80202 w~,v. qwesmension.com

Enclosure(s)

KERBER et al / QWEST Document production #7116

Qwest Se~ice Center @ watson Wyatt ° 950 17~ Street,, Box 46 ~ Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 15 of 16 u-iQSq Qwe st-- Spirit of Service

Februar?16,2006

Ms. Margaret S. Harder 27561 County’ Highxvay 83 Battle Lake, MN 56515

Re: Response to "Frozen Death Benefit" Inquiry’

Dear Ms. Harder:

This letter is in response to your inqui~ about the Frozen Death Benefit under the Qwest Pension Plan. Our records in~ticate that the amount of the Frozen Death Benefit is currently $26.857.00. Under the current provisions of the Qwest Pension Plan, tI~s amount would be payable upon your death to a qualified beneficiary. as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwest Pension Plan that defines who is a "qualified beneficiary.’" eligible to receive the benefit. You may also refer to the Summary Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its rigjat, in its sole and absolute discretion, to chan~e the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accraed or guaranteed benefit under the Qwest Pension Plan.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email Info(~.QwestPension.eom. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely,

Qwest Service Center @ Watson Wvau 950 17th Street; Box 46 Denver, CO 80202 b~,~Ft ,.: ...... www.qwestpension.com

Enclosure(s)

KERBER et al / QWEST Document Production #7117

Qwest Service Center @ Watson Wyatt ° 950 17th Street. Box 46 ° Denver, CO "~80-0.,- "~ Case 1:05-cv-00478-BNB-PAC Document 96-2 Filed 10/20/2006 Page 16 of 16 Z¢

Spirit of Service

February 20. 2006

MR. SPENCER PRICE 3619 TAMARACK AV NW BEMIDJI. M-N 56601-4257

Re: Response to ~Frozen Death Benefit" Inquio~

Dear Mr. Price"

This letter is in response to your inquio about the Frozen Death Benefit under the Qwest Pension Plan. Our records indicate that the amount of the Frozen Death Benefit is currently $35,954.00. Under the current provisions of the Qwest Pension Plan, this amount would be payable upon your death to a qualified beneficiary as this term is defined by the Qwest Pension Plan. Enclosed is a copy of Appendix L of the Qwes, Pension Plan that defines who is a "qualified beneficiary"’ eligible to receive the benefit. You may also refer to the Stun.mary Plan Description for further explanation of your benefits. If you do not have a copy, we would be happy to send you one.

Please be advised the Company has reserved its right, in its sole and absolute discretion, to change the terms of the Frozen Death Benefit or eliminate it at any time. Unlike the pension benefits under the Plan, the Frozen Death Benefit is not a vested, accrued or guaranteed benefit under the Qwest Pension Plan.

If you have questions regarding your pension benefit, please call 1-800-729-7526 or email Info~QwestPension.com. If you have further questions about other benefits, such as Health & Life Insurance, you may also call 1-800-729-7526 and follow the prompts.

Sincerely’,

Qwest Service Center @ Watson Wyatt 950 17th Street; Box 46 Denver, CO 80202 v~a,’a,.qwestpensi on.corn

Enclosure(s)

KERBER et al / QWEST Document Production #7114

Qwest Service Center @ Watson Wyatt ¯ 950 17~h Street, Box 46 ¯ Denver, CO 80202 Case 1:05-cv-00478-BNB-PAC Document 96-3 Filed 10/20/2006 Page 1 of 5

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 05-cv-00478-BNB-PAC

EDWARD J. KERBER, NELSON B. PHELPS, JOANNE WEST, NANCY A. MEISTER, THOMAS J. INGEMANN, JR., Individually, and as Representative of plan participants and plan beneficiaries of the QWEST PENSION PLAN,

Plaintiffs, vs.

QWEST PENSION PLAN, QWEST EMPLOYEES BENEFIT COMMITTEE, QWEST PENSION PLAN DESIGN COMMITTEE, QWEST COMMUNICATIONS INTERNATIONAL, INC.,

Defendants. ______Exhibit 6 Case 1:05-cv-00478-BNB-PAC Document 96-3 Filed 10/20/2006 Page 2 of 5

Page 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Case No. 05-CV-00478-BNB-PAC

DEPOSITION OF MARGIE DOBIS JULY 18, 2006

EDWARD J. KERBER, NELSON B. PHELPS, JOANNE WEST, NANCY A. MEISTER, THOMAS J. INGEMANN, JR., Individually, and as Representatives of plan participants and plan beneficiaries of the QWEST PENSION PLAN,

Plaintiffs, v.

QWEST PENSION PLAN, QWEST EMPLOYEES BENEFIT COMMITTEE, QWEST PENSION PLAN DESIGN COMMITTEE, QWEST COMMUNICATIONS INTERNATIONAL, INC.,

Defendants.

Pursuant to Notice and the Federal Rules of

Civil Procedure, the deposition of MARGIE DOBIS, called by Plaintiffs, was taken on July 18, 2006, commencing at

9:46 a.m., at 2036 E. 17th Avenue, Denver, Colorado, before Deborah D. Mead, Certified Shorthand Reporter and

Notary Public within and for the State of Colorado.

HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

634a5581-c4ee-45f6-a854-05cd19b9bd2f Case 1:05-cv-00478-BNB-PAC Document 96-3 Filed 10/20/2006 Page 3 of 5

Page 2 Page 4 1 APPEARANCES: 1 P R O C E E D I N G S 2 For the Plaintiffs: 3 CURTIS L. KENNEDY, ESQ. 2 MARGIE DOBIS, 8405 E. Princeton Avenue 3 having been first duly sworn in the above cause, was 4 Denver, Colorado 80237-1741 5 4 examined and testified as follows: For the Defendants: 5 EXAMINATION 6 ELIZABETH I. KIOVSKY, ESQ. 6 BY MR. KENNEDY: 7 Baird & Kiovsky, LLC 7 Q Good morning. I'm Curtis Kennedy, and I'm the 2036 E. 17th Avenue 8 attorney representing the retirees in this case. And I'm 8 Denver, Colorado 80206-1106 9 9 here to ask you questions on the record, because I'm not CYNTHIA P. DELANEY, ESQ. 10 really allowed to talk to you informally. It might have 10 Corporate Counsel, Law Department 1801 California Street, Suite 900 11 been easier, but this is the way we'll have to do it. 11 Denver, Colorado 80202 12 And I don't know if you've ever had a 12 13 I N D E X 13 deposition taken before, but I kind of think you have. 14 DEPOSITION OF MARGIE DOBIS 14 And so you know that we need to let each other fully 15 EXAMINATION BY: PAGE 15 speak before we respond. And I won't go through all the 16 Mr. Kennedy 4 17 Ms. Kiovsky -- 16 other rules except that one, because that's one that both 18 17 of us could easily forget. EXHIBITS INITIAL REFERENCE 19 18 And it would help Debbie Mead while she is 56 Three letters regarding Pension 41 19 transcribing that we give her the chance to get caught up 20 Death Benefit 21 57 11/14/05 e-mail to Ms. Osse and 43 20 or to ask questions about spellings every now and then if Ms. Dobis from Ms. Brown 21 she needs to. 22 58 Packet of letters re: Frozen Death 44 22 So let's just start and I will have you state 23 Benefit from Qwest Service Center 23 your full name and then we will go from there. 24 59 Letters to and from 45 24 A Okay. My name is Margie Dobis. Donna Blankenship 25 25 Q Okay. And do you go by Marge or is it Margie? Page 3 Page 5 1 PREVIOUSLY-MARKED EXHIBITS INITIAL REFERENCE 1 A Margie. 2 7 Draft Elimination of Sickness Death 35 Benefit for Retired Participants 2 Q Okay. Ms. Dobis -- and you are represented by 3 3 counsel today, Beth Kiovsky and Cindy Delaney? 8 9/22/03 Letter to Qwest Retirees 36 4 4 A That is correct. 40 Employee Benefits Committee, Agenda 38 5 Q Okay. And you understand that, because of the 5 41 Letters to and from 56 6 formal proceeding here, everything you say is given under 6 Reed Turnquist 7 oath, right? 7 42 Letters to and from 56 8 A Correct. Stuart Gunkel 8 9 Q All right. So please understand that when you 43 Letters to and from 56 10 respond to my question, I'm going to rightfully presume 9 Sharon Richards 10 43-A Letters to and from 56 11 that you understood my question or you wouldn't have been Hazel Kraft 12 able to answer it. Okay? 11 53 Defendants' Objections and Response to 38 13 A Okay. 12 Plaintiffs' First Set of Requests for 14 Q So if you don't understand the question, ask Admission 15 for clarification before you answer it. 13 54 Defendants' Response to Plaintiffs' 38 16 A All right. I will. 14 Second Set of Interrogatories, Second 17 Q All right. You have given a deposition Request for Admission and Second 15 Request for Production of Documents 18 before, haven't you? 16 55 Expert Report of Leonard L. Garofolo 8, 40 19 A I have. 17 * * * * * * * * * * 18 20 Q How many times have you done that? 19 21 A Three times. 20 21 22 Q Three times. 22 23 When was the last time you did that? 23 24 A It was in a matter earlier this year. 24 25 25 Q Was it in the Rathbun case? 2 (Pages 2 to 5) HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

634a5581-c4ee-45f6-a854-05cd19b9bd2f Case 1:05-cv-00478-BNB-PAC Document 96-3 Filed 10/20/2006 Page 4 of 5

Page 42 Page 44 1 Q Okay. You've seen the one on the bottom which 1 Brown's referring to? 2 is year 2004? 2 A I don't know. 3 A Hm-hmm. 3 Q Was this a letter that would be used to send 4 Q Did you know that the Qwest service center 4 in response to questions asking for verification of the 5 used form letters to respond to verifications of the 5 pension death benefit amount? 6 pension death benefit in the past? 6 A Yes. 7 A Yes. 7 Q I hand you what's been marked as Exhibit 58. 8 Q And they do use a form letter today to respond 8 That's a cluster of form letters I received from Qwest 9 to verification of the pension death benefit amount, 9 with dates beginning in November 2005 and ending in 10 correct? 10 February 2006. Have you seen these form letters that 11 A That's correct. 11 appear to be in Exhibit 58? It says response to frozen 12 Q All right. Now, were you aware that the form 12 death benefit inquiry. 13 letters that were used by the Qwest service center to 13 A Yes, I've seen these letters. 14 verify the amount of the pension death benefit did not 14 Q All right. Is the middle paragraph that shows 15 indicate that the pension death benefit was considered by 15 up on Exhibit 58 what's referenced in the Exhibit 57 when 16 somebody at Qwest to be not protected or not an accrued 16 Joan Brown says, "Outside counsel has approved the 17 benefit? 17 attached letter for use in response to questions on the 18 MS. KIOVSKY: I'm going to object to the 18 death benefit"? 19 mischaracterization. It's not somebody at Qwest, it's 19 A That's part of it. 20 the plan administrator that characterizes the nature of 20 Q Okay. So when did Qwest start telling 21 the benefit. 21 retirees inquiring about the pension death benefit what 22 Q (By Mr. Kennedy) Okay. With that 22 appears to be the second full paragraph in Exhibit 58? 23 clarification, are you aware of that? 23 Did that start around November 2005? 24 A I'm sorry. Repeat the question. 24 A That particular paragraph started in November 25 Q Are you aware that these form letters that 25 2005. Page 43 Page 45 1 were sent out, at least up through year 2004, did not 1 Q Okay. And is that Exhibit 58 the same form 2 indicate that the pension death benefit was considered by 2 letter that's being used today in July of 2006? 3 anyone, including the Qwest pension plan administrators, 3 A Yes. 4 to be non-protected or unaccrued? There is no mention of 4 Q Have there been any more of these sent out to 5 that in these form letters, is there? 5 Qwest retirees other than what I have on Exhibit 58? 6 A No. But it does refer them to the summary 6 A I -- 7 plan description. 7 Q The last one is February 20. I just wonder, 8 Q Right. Have you seen Exhibit 57 before? 8 has there been any more recent since February 20, 2006? 9 A Yes. 9 A Yes. 10 Q What is it? 10 Q There has been? 11 A It's an e-mail from Joan Brown. 11 A Yes. 12 Q What does it refer to? 12 Q Okay. All righty. I hand you what's been 13 A It refers to a letter regarding the death 13 marked as Exhibit 59. Take a moment to look at that, 14 benefit. 14 please. 15 Q Okay. It says, "Outside counsel has approved 15 All right? Have you seen it before -- 16 the attached letter (as revised by Cindy and me) for use 16 A Yes. 17 in response to questions on the death benefit. Thanks 17 Q -- Exhibit 59? 18 for bringing this to our attention!" 18 A Yes, I have. 19 Now, this is from Joan Brown, an in-house 19 Q Okay. That's a letter that came to you from 20 attorney, to you and Judy Osse, right? 20 the retiree Donna Blankenship, and it's your response, 21 A Yes. 21 January 18, 2004, to Donna Blankenship, with the 22 Q And a copy sent to Felicity and Cindy Delaney, 22 information you provided, correct? 23 right? 23 A Correct. 24 A Right. 24 Q Would you -- 25 Q Okay. Who was the outside counsel that Joan 25 A I'm sorry. These letters were not sent by me, 12 (Pages 42 to 45) HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

634a5581-c4ee-45f6-a854-05cd19b9bd2f Case 1:05-cv-00478-BNB-PAC Document 96-3 Filed 10/20/2006 Page 5 of 5

Page 58 Page 60 1 I, MARGIE DOBIS, do hereby certify that I have 1 Hulac Court Reporting, LLC 125 Bellaire Street 2 read the above and foregoing deposition, and that the 2 Denver, Colorado 80220-5632 3 above and foregoing transcript and accompanying 303-331-0131 3 4 correction sheets, if any, constitute a true and complete August 2, 2006 5 record of my testimony. 4 Elizabeth I. Kiovsky, Esq. 6 5 Baird & Kiovsky, LLC 7 2036 East 17th Avenue 6 Denver, Colorado 80206-1106 8 ______7 Re: Kerber v. Qwest MARGIE DOBIS Civil Action No. 05-CV-478-BNB-PAC 8 Deposition of MARGIE DOBIS 9 9 The deposition in the above-entitled matter is ready for ( ) with corrections reading and signing. Please attend to this matter by 10 10 following BOTH blanks checked below. 11 Arranging with us at the number listed above to ( ) without corrections read and sign the deposition in our office 11 12 XX Having deponent read your copy and sign 12 COUNTY OF ______) 13 original signature page and amendment sheets, ) ss if any (original signature page enclosed) 14 13 STATE OF COLORADO ) Reading enclosed copy of deposition, signing 14 Subscribed and sworn to before me this 15 attached signature page and amendments, if any 16 XX Within 30 days of this letter 15 ______day of ______, 2006. 17 By due to trial date 16 My Commission Expires: ______of 18 17 Please be sure that signature page and accompanying ______19 amendment sheets, if any, are signed before a notary 18 Notary Public public and returned to our office at the above address. 20 19 ______If this matter has not been taken care of within said 20 ______21 period of time, the deposition will be filed unsigned pursuant to the Rules of Civil Procedure. The original Address 22 deposition will remain in our office until the time of 21 filing. 23 22 Thank you. 23 24 JENNIFER W. HULAC 24 25 25 cc: All Counsel Page 59 Page 61 1 C E R T I F I C A T E 1 Hulac Court Reporting, LLC 125 Bellaire Street 2 I, Deborah D. Mead, Certified Shorthand 2 Denver, Colorado 80220-5632 Reporter and Notary Public, do hereby certify that 303-331-0131 3 3 4 previous to the commencement of the examination, the said PLEASE ATTACH TO THE DEPOSITION OF 4 5 MARGIE DOBIS was duly sworn to testify to the truth; that MARGIE DOBIS 6 the said testimony was taken in shorthand by me at the 5 Re: Kerber v. Qwest 7 time and place aforesaid and was thereafter transcribed 6 8 by me; that the same is a full, true, and correct Civil Action No. 05-CV-478-BNB-PAC 7 9 transcription of my shorthand notes then and there taken. THIS DEPOSITION HAS BEEN FILED 10 I further certify that I am not attorney, nor 8 signature waived, pursuant to CRCP Rule 30(e) 11 counsel, nor in any way connected with any attorney or 9 12 counsel for any of the parties of said action, nor unsigned, pursuant to agreement of counsel that 10 deponent may sign same at trial. 13 otherwise interested in the outcome of this action. 11 Unsigned, notice duly given pursuant to the Rules 14 IN WITNESS WHEREOF, I have affixed my of Civil Procedure. 12 15 signature and seal this 2nd day of August 2006. Unsigned, original filed on My commission expires June 18, 2009. 13 due to a trial date of . 16 14 Unsigned, with changes, copy of which is enclosed. 17 15 signed by the deponent. 16 signed by the deponent, with changes, a copy of 18 which is enclosed. 19 17 FILED WITH: Curtis L. Kennedy, Esq. 20 18 21 Deborah D. Mead On approximately the day of , 2006. 19 Certified Shorthand Reporter cc: Counsel 22 20 21 23 22 24 23 24 25 25 16 (Pages 58 to 61) HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

634a5581-c4ee-45f6-a854-05cd19b9bd2f Case 1:05-cv-00478-BNB-PAC Document 96-4 Filed 10/20/2006 Page 1 of 5

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 05-cv-00478-BNB-PAC

EDWARD J. KERBER, NELSON B. PHELPS, JOANNE WEST, NANCY A. MEISTER, THOMAS J. INGEMANN, JR., Individually, and as Representative of plan participants and plan beneficiaries of the QWEST PENSION PLAN,

Plaintiffs, vs.

QWEST PENSION PLAN, QWEST EMPLOYEES BENEFIT COMMITTEE, QWEST PENSION PLAN DESIGN COMMITTEE, QWEST COMMUNICATIONS INTERNATIONAL, INC.,

Defendants. ______Exhibit 7 CaseCase 1:05-cv-00478-BNB-PAC 1:05-cv-00478-BNB-PAC Document Document 87-3 96-4 Filed Filed 10/03/2006 10/20/2006 Page Page 2 2 of of 15 5

Page 154 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Case No. 05-CV-00478-BNB-PAC

DEPOSITION OF FELICITY O'HERRON, VOLUME II SEPTEMBER 6, 2006

EDWARD J. KERBER, NELSON B. PHELPS, JOANNE WEST, NANCY A. MEISTER, THOMAS J. INGEMANN, JR., Individually, and as Representatives of plan participants and plan beneficiaries of the QWEST PENSION PLAN,

Plaintiffs, v.

QWEST PENSION PLAN, QWEST EMPLOYEES BENEFIT COMMITTEE, QWEST PENSION PLAN DESIGN COMMITTEE, QWEST COMMUNICATIONS INTERNATIONAL, INC.,

Defendants.

Pursuant to Notice and the Federal Rules of

Civil Procedure, the deposition of FELECITY O'HERRON,

Volume II, called by Plaintiffs, was taken on

September 6, 2006, commencing at 9:40 a.m., at 2036 E.

17th Avenue, Denver, Colorado, before Deborah D. Mead,

Certified Shorthand Reporter and Notary Public within and for the State of Colorado.

HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

e14ec45d-4639-428c-9e20-ac2af644fb92 CaseCase 1:05-cv-00478-BNB-PAC 1:05-cv-00478-BNB-PAC Document Document 87-3 96-4 Filed Filed 10/03/2006 10/20/2006 Page Page 3 3 of of 15 5

Page 155 Page 157 1 APPEARANCES: 1 P R O C E E D I N G S 2 For the Plaintiffs: 3 CURTIS L. KENNEDY, ESQ. 2 FELICITY O'HERRON, 8405 E. Princeton Avenue 3 having been first duly sworn in the above cause, was 4 Denver, Colorado 80237-1741 5 4 examined and testified as follows: For the Defendants: 5 (Exhibit 67 marked.) 6 ELIZABETH I. KIOVSKY, ESQ. 6 EXAMINATION 7 Baird & Kiovsky, LLC 2036 E. 17th Avenue 7 BY MR. KENNEDY: 8 Denver, Colorado 80206-1106 8 Q Good morning, Ms. O'Herron. 9 10 9 A Good morning. 11 I N D E X 10 Q We're continuing your deposition that recessed 12 DEPOSITION OF FELECITY O'HERRON 13 EXAMINATION BY: PAGE 11 some several weeks ago, and we are also going to proceed 14 Mr. Kennedy 157 12 with a 30(b)(6) deposition that was noticed for all the 15 Ms. Kiovsky 266 16 13 Defendants, and I understand that you've been appointed EXHIBITS INITIAL REFERENCE 14 as representative of the Defendants for purposes of the 17 67 Notice 157 15 30(b)(6) deposition. 18 16 So the first thing I want to do, the first 68 201 19 17 order of business is to clarify on the record what areas 69 U S WEST Pension Plan, March 1993 220 18 that I outlined in my notice that you are being 20 70 Pension Plan Summary Plan Description 229 19 designated to speak about. 21 20 MS. KIOVSKY: Yeah, and, Curtis, if -- 71 U S WEST Pension Plan, September 1994 238 22 21 MR. KENNEDY: And that is -- that notice is 72 U S WEST Pension Plan, Jan. 1996 239 22 Exhibit 67. Okay? So referring to Exhibit 67, you and 23 73 Information for Management Employees 240 23 your counsel can tell me which of those items that you 24 11/13/96 24 are appearing to testify on behalf of the Defendants, as 25 74 Information for Management Employees 240 1/8/97 25 representative of the Defendants, and which of those Page 156 Page 158 1 EXHIBITS INITIAL REERENCE 1 items we don't need to worry about because we can agree 2 75 7/23/99 Letter to Retiree 243 from Ms. Ozeroff 2 to a stipulation that it's not really an issue in this 3 3 case. 76 9/22/99 Letter to Retirees and Employees 245 4 MS. KIOVSKY: Okay. Now, in Deposition 4 from Mr. Trujillo 5 77 2/01 Letter to Retiree 247 5 Exhibit 67, there are actually two documents. One is from Mr. Ziskin 6 your notice to take the 30(b)(6) deposition and then 6 7 attached to that is my letter -- 78 Summary of Material Modifications, 12/03 259 7 8 MR. KENNEDY: Yeah. 79 Appendix C 260 9 MS. KIOVSKY: -- to you of August 28, 2006. 8 A Qwest Pension Plan, 12/19/02 -- 10 My letter to you identifies the specific areas about 9 11 which Ms. O'Herron is designated as the 30(b)(6) B U.S. Wests Pension Plan, 1/1/85 209 12 witness. 10 C U S WEST Management Pension Plan 211 13 But just to get it on the record, your Request 11 1/1/84 14 No. 2 seeks explanation and interpretation of a number of 12 D U S WEST Pension Plan, 1/1/93 216 15 specific summary plan descriptions. We have indicated 13 E Excerpt from minutes, 12/4/92 206 14 F U S WEST Pension Plan, 1/1/89 233 16 that Ms. O'Herron will testify only regarding the 15 G U S WEST Pension Plan, 1/1/97 237 17 specific SPDs you've identified by Bates number and only 16 J Summary of Plan for Employees' Pensions, 175 18 regarding the specific provisions listed with Disability Benefits and Death Benefits 17 19 particularity. And those specific issues include 18 PREVIOUSLY-MARKED EXHIBITS 20 provisions in the identified SPDs regarding 19 51 219 20 66 181 21 classification of benefits, type of plan, description and 21 * * * * * * * * * * 22 explanation of pension death benefits, reservation of 22 23 rights language, and right to pension benefits. 23 24 24 So with that qualification, Ms. O'Herron is 25 25 designated as the Defendants' 30(b)(6) witness on Request 2 (Pages 155 to 158) HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

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Page 255 Page 257 1 MR. KENNEDY: And it's just fair to say that? 1 I want to ask a question. Okay? 2 So -- 2 A Okay. 3 MS. KIOVSKY: Yeah. 3 Q Because I know you're anxious to do something 4 MR. KENNEDY: -- we've done our 7.1, because 4 for the benefit of Defendants, and I think that's 5 there is no way we're going to agree on that, right? 5 improper to discuss your testimony with counsel off the 6 MS. KIOVSKY: Right. 6 record during a break and then come back and want to 7 MR. KENNEDY: Okay. So I will get that done. 7 change your sworn testimony. 8 And my understanding still remains that 8 A I want to clarify the language. If you go 9 there's no other documents to produce until you get to 9 back and look at the plan document -- 10 September 8 and you produce the last wave of documents, 10 Q Then Beth will let you do that, but I'm going 11 Friday. 11 to move to strike anything at this point. 12 MS. KIOVSKY: I don't have any from -- 12 MS. KIOVSKY: Well, yeah, for the record, 13 MR. KENNEDY: Nothing today? 13 Curtis -- 14 MS. KIOVSKY: Yeah. Right. 14 MR. KENNEDY: There is not a question pending, 15 MR. KENNEDY: Okay. So there'll be some 15 so she doesn't have an opportunity to speak up right 16 things, but nothing yet, nothing in advance of Friday's 16 now. It's the same as in court, and if you like, I can 17 deposition? 17 call up Judge Boland, and I'm sure he'll agree. 18 MS. KIOVSKY: Not that I'm aware. 18 MS. KIOVSKY: No. And I'm happy to ask her a 19 MR. KENNEDY: Okay. Do you know about how 19 question after you're done with your questions. 20 much I'm going to be getting on Friday? 20 MR. KENNEDY: Okay. 21 MS. KIOVSKY: No. 21 MS. KIOVSKY: But for the record, there's 22 MR. KENNEDY: You don't have a clue? Okay. 22 nothing improper about a witness going back and reviewing 23 THE DEPONENT: I'd like to clarify something 23 voluminous pension plan language that she feels like may 24 from my previous testimony. 24 have resulted in confusion on the record. And I will 25 MR. KENNEDY: Well, no, there is no question, 25 certainly give her every opportunity to clarify that when Page 256 Page 258 1 so you can have your counsel deal with that. 1 you're done with your questions. 2 Q (By Mr. Kennedy) But you know, you had a 2 MR. KENNEDY: Okay. 3 chance to talk with your counsel during the break, didn't 3 MS. KIOVSKY: And the fact you won't let her 4 you? 4 do it indicates to me that you don't want to hear what 5 A I did. 5 the plan actually says. 6 Q Okay. And you talked about changing your 6 Q (By Mr. Kennedy) All right. Would you take a 7 testimony, right? 7 look at Exhibit 51, which is the Second Amended 8 A Well, actually, I went back and reviewed the 8 Complaint, and turn to paragraph 141, please. 9 documents. 9 I will read that paragraph 141. It says, 10 Q But you did talk to your counsel about 10 "Defendants refused and will continue to refuse to 11 changing your testimony, right? 11 incorporate into the governing Plan document and the SPD 12 A I talked to my counsel about what I saw in the 12 a commitment to provide the Pension Death Benefit for 13 documents. 13 Named Plaintiffs' and the proposed class of Plan 14 Q Okay. And you talked about clarifying your 14 participants' mandatory beneficiaries." 15 testimony? 15 Did I read that correctly? 16 A I told her that I -- that I wanted to clarify 16 A Yes. 17 something in there. 17 Q Is that accurate today still, Defendants don't 18 Q But you remember the rule at the beginning 18 want to put any commitment in the governing plan document 19 that I told you that when you answer a question, I'm 19 in the SPD? 20 going to assume that you understood the question? 20 A Yes. 21 A It wasn't a matter of misunderstanding the 21 Q All right. Now, would you look at paragraph 22 question. It was when I went back and looked at the 22 147. It says, "Named Plaintiffs earned the Pension Death 23 language, it was different than what I thought I had read 23 Benefit through their long years of employment service." 24 when we were here. And the bottom line is that -- 24 Did I read that right? 25 Q Well, I don't want to hear right now, because 25 A You read that right. 27 (Pages 255 to 258) HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

e14ec45d-4639-428c-9e20-ac2af644fb92 CaseCase 1:05-cv-00478-BNB-PAC 1:05-cv-00478-BNB-PAC Document Document 87-3 96-4 Filed Filed 10/03/2006 10/20/2006 Page Page 15 5 of 515

Page 267 Page 269 1 MS. KIOVSKY: Okay. Then I don't have any 1 C E R T I F I C A T E 2 other questions. 2 I, Deborah D. Mead, Certified Shorthand 3 MR. KENNEDY: All right. And we are off the 3 Reporter and Notary Public, do hereby certify that 4 record. 4 previous to the commencement of the examination, the said 5 (The deposition concluded at 3:50 p.m., 5 FELECITY O'HERRON was duly sworn to testify to the truth; 6 September 6, 2006.) 6 that the said testimony was taken in shorthand by me at 7 7 the time and place aforesaid and was thereafter 8 8 transcribed by me; that the same is a full, true, and 9 9 correct transcription of my shorthand notes then and there taken. 10 10 11 I further certify that I am not attorney, nor 11 12 counsel, nor in any way connected with any attorney or 12 13 counsel for any of the parties of said action, nor 13 14 otherwise interested in the outcome of this action. 14 15 IN WITNESS WHEREOF, I have affixed my 15 16 signature and seal this 25th day of September 2006. 16 17 My commission expires June 18, 2009. 17 18 18 19 19 20 20 21 21 22 Deborah D. Mead 22 Certified Shorthand Reporter 23 23 24 24 25 25 Page 268 Page 270 1 I, FELECITY O'HERRON, do hereby certify that I 1 Hulac Court Reporting, LLC 125 Bellaire Street 2 have read the above and foregoing deposition, and that 2 Denver, Colorado 80220-5632 3 the above and foregoing transcript and accompanying 303-331-0131 3 4 correction sheets, if any, constitute a true and complete September 25, 2006 5 record of my testimony. 4 Elizabeth I. Kiovsky, Esq. 6 5 Baird & Kiovsky, LLC 7 2036 E. 17th Avenue 6 Denver, Colorado 80206-1106 8 ______7 Re: Kerber v. Qwest FELECITY O'HERRON Case No. 05-CV-0047-BNB-PAC 8 Deposition of FELECITY O'HERRON 9 9 The deposition in the above-entitled matter is ready for ( ) with corrections reading and signing. Please attend to this matter by 10 10 following BOTH blanks checked below. 11 Arranging with us at the number listed above to ( ) without corrections read and sign the deposition in our office 11 12 XX Having deponent read your copy and sign 12 COUNTY OF ______) 13 original signature page and amendment sheets, ) ss if any (original signature page enclosed) 14 13 STATE OF COLORADO ) Reading enclosed copy of deposition, signing 14 Subscribed and sworn to before me this 15 attached signature page and amendments, if any 16 XX Within 30 days of this letter 15 ______day of ______, 2006. 17 By due to trial date 16 My Commission Expires: ______of 18 17 Please be sure that signature page and accompanying ______19 amendment sheets, if any, are signed before a notary 18 Notary Public public and returned to our office at the above address. 20 19 ______If this matter has not been taken care of within said 20 ______21 period of time, the deposition will be filed unsigned pursuant to the Rules of Civil Procedure. The original Address 22 deposition will remain in our office until the time of 21 filing. 23 22 Thank you. 23 24 JENNIFER W. HULAC 24 25 25 cc: All Counsel 30 (Pages 267 to 270) HULAC COURT REPORTING, LLC (303) 331-0131, (303) 331-9898 FAX

e14ec45d-4639-428c-9e20-ac2af644fb92 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 1 of 9

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 05-cv-00478-BNB-PAC

EDWARD J. KERBER, NELSON B. PHELPS, JOANNE WEST, NANCY A. MEISTER, THOMAS J. INGEMANN, JR., Individually, and as Representative of plan participants and plan beneficiaries of the QWEST PENSION PLAN,

Plaintiffs, vs.

QWEST PENSION PLAN, QWEST EMPLOYEES BENEFIT COMMITTEE, QWEST PENSION PLAN DESIGN COMMITTEE, QWEST COMMUNICATIONS INTERNATIONAL, INC.,

Defendants. ______Exhibit 8 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 2 of 9 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 3 of 9 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 4 of 9 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 5 of 9 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 6 of 9 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 7 of 9 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 8 of 9 Case 1:05-cv-00478-BNB-PAC Document 96-5 Filed 10/20/2006 Page 9 of 9