March 22, 2005


Cynthia P. Delaney, Senior Attorney
1801 California Street, 9TH Floor
Denver, Colorado 80202
Tele:  303-383-6790
Fax:   303-383-6662 (Cindy Delaney, Esq.)






In your message dated 3/15/2005 5:35:43 PM Mountain Standard Time,  you wrote:



This will confirm I have received the Complaint filed today in U.S. District Court, Kerber, et al. v. Qwest Pension Plan, et al.  I will be in touch with you in the next several days after I have had an opportunity to thoroughly review it.



I have attached hereto a courtesy copy of an Amended Complaint for Class Action Relief Under ERISA to be filed in Denver Federal Court, Kerber and Phelps v. Qwest Pension Plan, et al, Civil Action No. 05-MK-478 (PAC), United States District Court for the District of Colorado.  This Amended Complaint more fully explains the retirees' concerns and claims about the pension death benefit under the Qwest Pension Plan.



We are holding off filing the Amended Complaint and we are not serving a Summons, because the retirees want to make an earnest attempt to discuss an amicable resolution of this matter.



Again, many are very concerned that, should there be a Qwest - MCI merger, there is the strong possibility that the combined company leadership will look to ways to cut retiree benefits.  This concern has only heightened after CEO Richard Notebaert went back to MCI's Board with an even larger, almost $8.5 billion takeover offer.



So, the hope remains that we can discuss and reach an acceptable resolution that can be incorporated into an "Employee Matters Agreement" for any Qwest - MCI merger arrangement.  Therefore, please let me know whether we can meet and discuss a resolution with retiree representatives present.



Curtis L. Kennedy
8405 E. Princeton Ave.
Denver, CO  80237-1741
Tele: 303-770-0440
Fax: 303-843-0360

Attachment:    (Kerber and Phelps v. Qwest Pension Plan - Amended Complaint - 43 pages)


c:    Association of U S WEST Retirees


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