NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING

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1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE SALOMON ANALYST LEVEL 3 LITIGATION 02 Civ (GEL) NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING IF YOU PURCHASED OR OTHERWISE ACQUIRED LEVEL 3 COMMUNICA- TIONS, INC. ( LEVEL 3 ) COMMON STOCK FROM JANUARY 4, 1999 THROUGH JUNE 18, 2001, INCLUSIVE (THE CLASS PERIOD ), YOU MAY BE ENTITLED TO RECEIVE A PAYMENT FROM THIS SETTLEMENT. This Notice concerns a proposed settlement (the Settlement ) of the claims asserted by lead plaintiffs ( Lead Plaintiffs ) in this consolidated class action (the Action ) against Defendants Citigroup Inc. ( Citigroup ), Citigroup Global Markets Inc. ( CGMI ) (formerly Salomon Smith Barney Inc. ( SSB )), and Jack Benjamin Grubman ( Grubman ) (collectively, Defendants ). The Action was instituted in this Court against the Defendants by purchasers of Level 3 common stock suing on behalf of themselves and other persons allegedly damaged by Defendants alleged violations of the federal securities laws. You are hereby notified that a hearing (the Settlement Hearing ) will be held before the Hon. Gerard E. Lynch, United States District Judge on September 29, 2006 at 10:30 a.m. to determine whether the Settlement is fair, reasonable and adequate, and should be finally approved by the Court, along with other items addressed herein. The Settlement will result in a $10,250,000 payment for the benefit of investors who purchased or otherwise acquired Level 3 common stock during the Class Period. The recovery is explained in greater detail below. Your legal rights are affected whether you act or do not act, so please read this Notice carefully. Statement of Class Recovery Lead Plaintiffs have entered into an agreement to settle the Action that will resolve the claims of the Lead Plaintiffs and the Class against the Defendants. The Settlement will create a settlement fund of $10.25 million in cash, plus interest (the Settlement Fund ). The average recovery per share will depend on when Class Members purchased and sold their Level 3 common stock, as more fully described below. The expert retained by Lead Plaintiffs calculates that approximately 205 million shares of Level 3 common stock were damaged during the Class Period. Assuming that all Class Members who held affected shares elected to participate in the Settlement, the average recovery per share for Class Members who purchased on or after January 4, 1999 but prior to April 18, 2001 will be $.02 per share, and the average recovery for Class Members who purchased between April 18, 2001 and June 18, 2001 will be $.10 per share, with Class Members recovering more or less depending on the number and value of claims submitted, as more fully described in the Plan of Allocation of Net Settlement Fund (the Plan of Allocation ). Statement of Potential Outcome of Case The parties disagree on both liability and damages and do not agree on the average amount of damages per share that would be recoverable if Lead Plaintiffs prevailed on all of their claims against Defendants. Defendants deny that they are liable to Lead Plaintiffs or the Class and deny that Lead Plaintiffs or the Class have suffered damages.

2 Statement of Attorneys Fees and Costs Sought Plaintiffs Co-Lead Counsel Weiss & Lurie and Beatie and Osborn LLP ( Lead Counsel ) intend to make an application to the Court for an award of attorneys fees not to exceed 25% of the Settlement Fund, and for reimbursement of reasonable costs and expenses not to exceed $50,000, or $.01 per share. Lead Counsel have expended considerable time and effort in the prosecution of this Action on a contingent fee basis, and have advanced the expenses of the litigation in the expectation that if they were successful in obtaining a recovery for the Class, they would be paid from such recovery. Reasons for the Settlement Lead Counsel believe that the Settlement is fair, reasonable, adequate and in the best interests of the Class considering the amount of the Settlement, the percentage of damages recovered, and the immediacy of recovery to the Class. Lead Counsel have considered the uncertain outcome and the risks and delay involved in pursuing the litigation through summary judgment, trial and appeal. In entering into this Settlement, Lead Counsel were also mindful of the inherent problems of proof under and possible defenses to the federal securities law violations asserted in the Action, including the defenses asserted by Defendants during the litigation, in motions on the pleadings, and in settlement negotiations. Those considerations include, in particular: (1) Defendants assertions that the research reports concerning Level 3 represented the analyst s honestly held views, were objectively reasonable, comported with widely held views and were not false or misleading; (2) Defendants contention that the risks that Defendants allegedly failed to disclose concerning funding for Level 3 were in fact disclosed in both Defendants research reports and company publications; (3) that the Court had already dismissed all of the claims for the time period preceding April 18, 2001, thereby substantially reducing available damages; (4) the risks created by Defendants second motion to dismiss on the basis of the Second Circuit s recent loss causation decision in Lentell v. Merrill Lynch; and (5) that the question whether a court may certify a class that challenges, under federal securities laws, statements by a research analyst is very much a contested issue. Because of the risks associated with continuing to litigate and proceeding to trial, there was a danger that Lead Plaintiffs would not have prevailed on any of their claims, in which case the Class would receive nothing. Liability and the amount of damages recoverable by the Class was and is challenged by Defendants. Recoverable damages in this case are limited to losses caused by conduct actionable under the securities laws and, had the Action gone to trial, Defendants would have asserted that all or most of the losses of Class Members were caused by non-actionable market, industry or general economic factors. Lead Counsel, on behalf of Lead Plaintiffs, have conducted an extensive factual investigation relating to the claims and the underlying events and transactions alleged in the Complaint and, in connection therewith, have conducted extensive discovery including, among other things, inspection, review and analysis of hundreds of thousands of pages of documents produced by Defendants and documents made available by the New York State Attorney General and consultation with experts on market impact and damages, which in Lead Counsel s judgment has provided an adequate and satisfactory basis for the evaluation of the Settlement. Identification of Counsel Further information regarding this Settlement may be obtained by contacting Lead Counsel: Joseph H. Weiss, Esq. or Jack I. Zwick, Esq., Weiss & Lurie, 551 Fifth Avenue, Suite 1600, New York, NY 10176; or Daniel A. Osborn, Esq. or Christopher J. Marino, Esq., Beatie and Osborn, 521 Fifth Avenue, 34th Floor, New York, NY A. Why did I receive this notice package? The Court authorized this Notice and Proof of Claim and Release ( Notice Package ) to be sent to you because you or someone in your family may have purchased or otherwise acquired Level 3 common stock between January 4, 1999 through June 18, 2001, inclusive, and you have a right to know about the proposed 2

3 settlement of the Action and about all of your options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, then an administrator appointed by the Court (the Settlement Administrator) will distribute payments to Class Members with valid claims (an Authorized Claimant ). This Notice Package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The Judge presiding over this case is the Honorable Gerard E. Lynch of the United States District Court for the Southern District of New York. The case is known as In re Salomon Analyst Level 3 Litigation, Case No. 02 Civ (GEL). THE SENDING OF THIS NOTICE PACKAGE IS NOT AN EXPRESSION BY THE COURT OR THE PARTIES TO THE CLASS ACTION OF ANY OPINION AS TO THE MERITS OF ANY CLAIM OR DEFENSE OR THE LIKELIHOOD OF RECOVERY BY THE LEAD PLAINTIFFS OR ANY OF THE SETTLEMENT CLASS MEMBERS. B. What is this lawsuit about? Beginning in August 2002, at least seven putative class actions were filed in the United States District Court for the Southern District of New York against Defendants alleging violations of Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act ) and Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act on behalf of purchasers of shares of Level 3 common stock between January 4, 1999 through June 18, By Order dated January 24, 2003, the Court consolidated these actions under the caption In re Salomon Analyst Level 3 Litigation, Case No. 02 Civ (GEL). On March 20, 2003, the Court appointed Lead Plaintiffs pursuant to the Private Securities Litigation Reform Act of 1995 (the PSLRA ), 15 U.S.C. 78u-4(a)(3)(B), and approved Lead Plaintiffs selection of Weiss & Lurie and Beatie and Osborn LLP as Lead Counsel. On October 15, 2003, Lead Plaintiffs filed a Consolidated Amended Class Action Complaint (the Complaint ) alleging that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by publishing false and misleading analyst reports concerning Level 3. Lead Plaintiffs brought the following claims on behalf of a class of Level 3 shareholders: (1) against Grubman and SSB for violation of Section 10(b) and Rule 10b-5 for material misstatements and omissions with respect to Level 3 research reports, including that such research reports falsely stated Grubman s true opinions and failed to disclose the conflicts of interest created by SSB s internal policies, which artificially inflated the price of Level 3 securities; (2) against SSB and Citigroup for violations of Section 20(a) as control persons of Grubman related to his materially misleading research reports on Level 3. On December 23, 2003, Defendants moved to dismiss the Complaint and to strike certain allegations from the Complaint which Lead Plaintiffs opposed. On September 14, 2004, the District Court denied Defendants motion to strike. On December 2, 2004, the District Court granted in part and denied in part Defendants motion to dismiss the Complaint. The decision dismissed all claims for the period from January 4, 1999 through April 17, Lead Plaintiffs moved for reconsideration of that part of the Court s December 2, 2004 Order dismissing the earlier claims, which the Court denied on January 11, On January 25, 2005, Defendants filed a renewed motion to dismiss the remaining claims in the Complaint based on the decision by the United States Court of Appeals for the Second Circuit in Lentell v. Merrill Lynch, 396 F.3d 191 (2005) which Lead Plaintiffs opposed. Settlement negotiations between Lead Counsel and counsel for Defendants commenced in the Spring of Following arms-length negotiations between the parties, the parties entered into a Stipulation of Settlement dated May 5,

4 C. How do I know if I am a Class Member and part of the Settlement? Everyone who fits the following description is a Class Member for purposes of the Settlement: all persons, entities, or legal beneficiaries or participants in any entities who, from January 4, 1999 through June 18, 2001, inclusive, purchased or otherwise acquired shares of Level 3 common stock by any method, including but not limited to in the secondary market, in exchange for shares of acquired companies pursuant to a registration statement, or through the exercise of options, including options acquired pursuant to employee stock plans. Excluded from the Class are: (1) the Defendants in the Action; (2) any person, trust, corporation or other entity related to or affiliated with any Defendant and their successors in interest; (3) members of the family of any Defendant; (4) any entity in which any Defendant in the Action has a controlling interest; and (5) the legal representatives, heirs, successors or assigns of any such excluded party. D. How much will I receive from the Settlement? Your proportionate share of the Net Settlement Fund (Gross Settlement Fund plus interest minus administrative costs and expenses, attorneys fees and expenses, and taxes) will depend on the number of valid claim forms that Class Members submit and the number of shares of Level 3 common stock you purchased, otherwise acquired, sold or retained. Your Recognized Loss the basis upon which the Net Settlement Fund will be proportionally allocated among eligible members of the Class will be computed in accordance with the Plan of Allocation outlined in this Notice. E. How can I receive a payment in the Settlement? To qualify for payment you must submit the Proof of Claim and Release form ( Proof of Claim or claim form ) enclosed in this Notice Package. You may also obtain a claim form on the Settlement Administrator s website at Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it and mail it postmarked no later than October 27, If you have any questions, or need assistance, contact the Settlement Administrator, by mail at: In re Salomon Analyst Level 3 Litigation, c/o Berdon Claims Administration LLC, P.O. Box 9014, Jericho, NY ; by fax at: (516) ; by toll-free phone at: (800) ; or via the website set forth above, and someone will either answer your questions or help you to complete the Proof of Claim. F. What am I releasing as part of the Settlement? If you are a Class Member, and you do not exclude yourself, you are remaining in the Class, and that means that if the Settlement is approved, you, on behalf of yourself, your heirs, executors, administrators, successors and assigns and any persons you represent, will release all Released Claims. Released Claims means, with respect to the Citigroup Releasees, the release by Lead Plaintiffs and all Class Members of all claims of every nature and description, known and unknown, arising out of or related to: any purchase of, acquisition of, or decision to hold, Level 3 common stock including, without limitation, all claims or allegations that were asserted or could have been asserted against the Citigroup Releasees by Lead Plaintiffs in the Complaint, whether arising under state, federal or foreign law as claims, cross-claims, counterclaims, or thirdparty claims, whether asserted in the Complaint, in this Court, in any federal or state court, or in any other court, arbitration proceeding, administrative agency, or other forum in the United States or elsewhere. The capitalized terms used in the paragraph above are defined in the Stipulation as follows: 1. Citigroup Releasees means the Defendants, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, members, partners, principals, officers and directors of each of them, the present and former attorneys, advisors, trustees, administrators, fiduciaries, consultants, representatives, accountants and auditors, insurers, and agents of each of them, and the predecessors, estates, heirs, executors, trusts, trustees, administrators, successors and assigns of each, and any person or entity which is or was related to or affiliated with any of the foregoing or in which any of the foregoing per- 4

5 sons and entities has or had a controlling interest and the present and former employees, members, partners, principals, officers and directors, attorneys, advisors, trustees, administrators, fiduciaries, consultants, representatives, accountants and auditors, insurers, and agents of each of them. 2. Plaintiff Releasees means the Lead Plaintiffs and all other Class Members who do not exclude themselves from the Class, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, members, partners, principals, officers and directors of each of them, the present and former attorneys, advisors, trustees, administrators, fiduciaries, consultants, representatives, accountants and auditors, insurers, and agents of each of them, and the predecessors, estates, heirs, executors, trusts, trustees, administrators, successors and assigns of each, and any person or entity in which any of the foregoing has or had a controlling interest or with which it is or was related or affiliated. 3. Unknown Claims means any Released Claims which Lead Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of the Final Judgment shall have, expressly waived the provisions, rights and benefits of California Civil Code 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. You can exclude yourself from the Settlement. If you don t want a payment from this Settlement, but you want to initiate or continue a lawsuit or arbitration on your own against the Defendants about the claims being released in this case, then you must take steps to exclude yourself from the Settlement. G. How do I exclude myself from the Settlement? To exclude yourself from the Settlement, you must send a letter by mail saying that you want to be excluded from In re Salomon Analyst Level 3 Litigation. Be sure to include your name, address and telephone number. Your letter should also state the dates of each purchase, sale or acquisition of Level 3 common stock during the Class Period, the price paid in each such transaction (excluding commissions and fees or other transaction costs), and be signed by you. No request for exclusion will be considered valid unless all of this information is included in the request. You must mail your exclusion request, postmarked no later than August 31, 2006, to: In re Salomon Analyst Level 3 Litigation c/o Berdon Claims Administration LLC P.O. Box 9014 Jericho, NY You cannot exclude yourself on the telephone or by . If you ask to be excluded, you will not receive any payment and you cannot object to the Settlement. You will not be legally bound by anything that happens in this litigation. Do not send in a Proof of Claim and Release form to ask for any payment. H. May I object to the Settlement? If you are a Class Member, you can tell the Court that you do not agree with the Settlement or any part of it, the Plan of Allocation or Lead Counsel s request for attorneys fees and reimbursement of expenses. If the Court rejects or modifies the Plan of Allocation and/or the amount of attorneys fees or expenses requested, the Court may still approve the Settlement. To object, you must send a letter saying that you object to the Settlement, or any other matter relating thereto, in In re Salomon Analyst Level 3 Litigation, Case No. 02 Civ (GEL). Be sure to include your name, address, telephone number, your signature, information 5

6 concerning your purchase(s) and sale(s), including the price, amount and date of each transaction in Level 3 common stock and the reasons you object. Mail the objection to each of the following addresses below no later than August 31, 2006: Clerk of the Court Joseph H. Weiss, Esq. Richard A. Rosen, Esq. United States District Court Jack I. Zwick, Esq. Brad S. Karp, Esq. Southern District of New York WEISS & LURIE PAUL, WEISS, RIFKIND, 500 Pearl Street 551 Fifth Avenue WHARTON & GARRISON LLP New York, NY Suite Avenue of the Americas New York, NY New York, NY Attorneys for Lead Attorneys for Defendants Plaintiffs and the Class I. What is the difference between objecting and requesting exclusion? Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class. If you object, you will be bound by the Settlement, and all the terms of the Stipulation including the terms of the judgment to be entered in the Action and the releases provided therein. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you and you are not releasing any claims which you may have. J. What will happen if I do nothing at all? If you fail to file a timely Proof of Claim and you do not exclude yourself, you will not get money from this Settlement and you will not be able to initiate or continue a lawsuit or arbitration against Defendants for the claims being released in this litigation. K. When and where will the Court consider whether to approve the Settlement? The Court will hold a Settlement Hearing on September 29, 2006 at 10:30 a.m. before the Hon. Gerard E. Lynch, United States District Judge, in courtroom 6B, at the United States Courthouse, 500 Pearl Street, New York, NY At this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate and in the best interests of the Class. The Court will also decide how much to award Lead Counsel for attorneys fees and expenses and whether to approve the Plan of Allocation. At or after the hearing, the Court will decide whether to approve the Settlement. L. Are there more details about the Settlement? This Notice summarizes the proposed Settlement. Additional information is contained in the Stipulation of Settlement. You can obtain a copy of the Stipulation of Settlement by writing to Lead Counsel at the addresses set forth on page 2 above, or by visiting the Settlement Administrator s website at Also available on the website is the Proof of Claim form. If you have questions about the Settlement administrative process, you may contact the Settlement Administrator, by mail at: In re Salomon Analyst Level 3 Litigation, c/o Berdon Claims Administration LLC, P.O. Box 9014, Jericho, NY ; by fax at: (516) ; by toll-free phone at: (800) ; or by visiting the website referenced above. PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS The $10.25 million cash settlement amount and the interest earned thereon shall be the Gross Settlement Fund. The Gross Settlement Fund, less all taxes and tax expenses, approved costs, fees and expenses (the Net Settlement Fund ) shall be distributed to Authorized Claimants, in accordance with the following: 6

7 The Settlement Administrator shall determine each Authorized Claimant s pro rata share of the Net Settlement Fund based upon each Authorized Claimant s Recognized Loss. The Recognized Loss formula is not intended to be an estimate of the amount of what a Class Member lost or might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement. The Recognized Loss formula is simply the basis upon which the Net Settlement Fund will be proportionately allocated to Authorized Claimants. The proposed Plan of Allocation reflects the fact that the Court dismissed Lead Plaintiffs allegations that, for the period from January 4, 1999 through April 17, 2001, the Level 3 research reports published by the Defendants misstated the Defendants true opinions. The proposed Plan of Allocation also takes into account the District Court s finding that Lead Plaintiffs adequately pled falsity and scienter with respect to the Level 3 research reports published by Defendants for only the period from April 18, 2001 to June 18, As a result of the Court s decision, Lead Counsel, on the advice of their damage expert, determined that purchases or other acquisitions of Level 3 common stock from January 4, 1999 through April 17, 2001 (the claims dismissed by the District Court) will be credited with 20% of their Recognized Loss. The Plan of Allocation credits purchases or other acquisitions of Level 3 common stock from April 18, 2001 to June 18, 2001 with 100% of their Recognized Loss. There will be no Recognized Loss for options or common stock received as compensation from Level 3 or pursuant to any Level 3 employee stock option plan. Nor shall there be any Recognized Loss for any unexercised stock options or warrants. Also, there will be no Recognized Loss for common stock purchases to cover short sales. Based on the foregoing, and for purposes of this Settlement only, Recognized Loss will be calculated as follows: 1. For shares of common stock purchased or otherwise acquired from January 4, 1999 through June 15, 2001, and (a) sold prior to June 18, 2001, there shall be no Recognized Loss; (b) sold from June 18, 2001 through September 17, 2001, the Recognized Loss shall be the lesser of $0.32 per share or the difference between the purchase or acquisition price per share and the sale price per share; (c) held at the close of trading on September 17, 2001, the Recognized Loss shall be the lesser of $0.32 per share or the difference between the purchase or acquisition price per share and $4.35 per share For shares of common stock purchased or otherwise acquired on June 18, 2001 there shall be no Recognized Loss. 3. Shares of common stock purchased between April 18, 2001 and June 15, 2001, inclusive, shall be credited with 100% of their Recognized Loss, as defined above. This group shall be referred to as Group 1. Shares of common stock purchased between January 4, 1999 and April 17, 2001, inclusive, shall be credited with 20% of their Recognized Loss, as defined above. This group shall be referred to as Group 2. General Provisions: 1. The date of a purchase or sale of Level 3 common stock is the trade date, and not the settlement date. 2. The first-in, first-out basis ( FIFO ) will be applied to both purchases and sales. 3. Exercises of option contracts will be considered purchases or sales of common stock. For shares of 1 Pursuant to section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated. The mean closing price of Level 3 common stock was $4.35 during the 90-day period beginning on June 18, 2001 and ending on September 17,

8 common stock acquired as a result of the exercise of call options, the purchase price should be exclusive of the cost of the option or the option premium. For shares of common stock acquired as a result of the exercise of put options, the purchase price should be reduced by the option premium received from the sale of the put option. 4. The price per share, paid or received, shall be exclusive of all commissions, taxes and fees. 5. The date of a short sale is deemed to be the sale date of Level 3 common stock. The date of covering a short sale is deemed to be the purchase date of Level 3 common stock. There shall be no Recognized Loss for covered short sales. 6. Profits will be subtracted from losses in order to determine the net Recognized Loss. 7. No payment will be made on any claim where the potential distribution amount is $25 or less, but the Authorized Claimant will otherwise be bound by the final judgment entered by the Court. SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES If you purchased Level 3 common stock during the period from January 4, 1999 through June 18, 2001, inclusive, for the beneficial interest of a person or organization other than yourself, the Court has directed that, WITHIN SEVEN (7) DAYS OF YOUR RECEIPT OF THIS NOTICE, you either: (1) provide the Settlement Administrator with the name and last known address of each person or organization for whom or which you purchased or otherwise acquired such Level 3 common stock during the Class Period, preferably in (a) an MS Excel data table setting forth: (i) title/registration, (ii) street address, (iii) city/state/zip; (b) electronically in MS Word or WordPerfect files (label size Avery 5162); or (c) on computer-generated mailing labels; or (2) request additional copies of this Notice and the Proof of Claim form, which will be provided to you free of charge, and within seven (7) days mail the Notice and Poof of Claim form directly to the beneficial owners of the Level 3 common stock referred to herein. If you choose to follow alternative procedure (2), the Court has directed that, upon such mailing, you send a statement to the Settlement Administrator confirming that the mailing was made as directed. You are entitled to reimbursement from the Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of the beneficial owners. Those expenses will be paid after your request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Settlement Administrator at: In re Salomon Analyst Level 3 Litigation c/o Berdon Claims Administration LLC P.O. Box 9014 Jericho, NY Telephone: (800) Fax: (516) Website: PLEASE DO NOT CONTACT THE COURT OR THE CLERK S OFFICE REGARDING THIS NOTICE. If you have any questions about the settlement, you may contact the attorneys for Lead Plaintiffs and the Class at the addresses listed on page 2 above. Dated: June 30, 2006 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK 8

9 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE SALOMON ANALYST LEVEL 3 LITIGATION No. 02-Civ-6919 (GEL) PROOF OF CLAIM AND RELEASE I. GENERAL INSTRUCTIONS A. To recover as a Member of the Class based upon your claims in this class action, you must complete and, on page 14 hereof, sign this Proof of Claim and Release. If you fail to file a properly addressed Proof of Claim and Release (as set forth below in paragraph B), your claim may be rejected and you may be precluded from sharing in the settlement proceeds, but you will nevertheless be bound by the Settlement and the judgments of the Court. B. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED OR RECEIVED ON OR BEFORE OCTOBER 27, 2006, ADDRESSED TO THE SETTLEMENT ADMINISTRATOR, AS FOLLOWS: In re Salomon Analyst Level 3 Litigation c/o Berdon Claims Administration LLC P.O. Box 9014 Jericho, NY YOU WILL BEAR ALL RISKS OF DELAY OR NON-DELIVERY OF YOUR CLAIM. C. If you are NOT a Member of the Class (as defined in the accompanying Notice of Proposed Settlement of Class Action and Settlement Hearing), DO NOT submit a Proof of Claim and Release. II. CLAIMANT IDENTIFICATION INSTRUCTIONS A. If you purchased or acquired Level 3 common stock and held the certificate(s) in your name, you are the beneficial owner as well as the record owner. If, however, you purchased or acquired Level 3 common stock and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial owner and the third party is the record owner. B. Use Section IV of this form entitled Claimant Identification to identify each owner of record ( nominee ), if different from the beneficial owner(s) of Level 3 common stock which forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S), OR THE LEGAL REP- RESENTATIVE OF SUCH OWNER(S), OF THE LEVEL 3 COMMON STOCK UPON WHICH THIS CLAIM IS BASED. C. All joint owners must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of persons represented by them, proof of their authority must accompany this claim, and their titles or capacities must be stated. D. The Social Security or Taxpayer Identification number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim and/or result in claim rejection. 9

10 III. TRANSACTION SCHEDULE INSTRUCTIONS A. Use Section V of this form entitled Schedule of Transactions in Level 3 Common Stock to supply all required details of your transaction(s) in Level 3 common stock. If you need more space, attach separate, numbered sheets giving all of the required information in substantially the same format. Print your name and Social Security or Tax Identification number at the top of each page. B. On the schedules, provide all requested information with respect to all of your purchases or acquisitions of Level 3 common stock that took place at any time from January 4, 1999 through June 18, 2001, inclusive, and all of your sales of Level 3 common stock that took place at any time from January 4, 1999 through September 17, 2001, inclusive, whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in rejection of your claim. C. In processing claims, the first-in, first-out ( FIFO ) basis will be applied to both purchases and sales. List each transaction in the Class Period separately and in chronological order, by trade date, beginning with the earliest. The date of purchase or sale of Level 3 common stock is the contract or trade date, as distinguished from the settlement date. You must accurately provide the month, day and year of each transaction you list. D. The price per share, paid or received, shall be exclusive of all commissions, taxes, fees and other charges. E. Exercises of option contracts will be considered purchases or sales of common stock. For shares of common stock acquired as a result of the exercise of call options, the purchase price should be exclusive of the cost of the option or the option premium. For shares of common stock acquired as a result of the exercise of put options, the purchase price should reduced by the option premium received from the sale of the put option. F. All profits will be subtracted from all losses to determine the net Recognized Loss of each Authorized Claimant. G. The date of a short sale is deemed to be the sale date of Level 3 common stock. The date of covering a short sale is deemed to be the purchase date of Level 3 common stock. There shall be no Recognized Loss for covered short sales. H. No payment will be made on any claim where the potential distribution amount is $25 or less, but the Authorized Claimant will otherwise be bound by the Order and Final Judgment entered by the Court. I. You must attach to your claim form copies of brokerage confirmations or monthly statements supporting your trading activity in Level 3 common stock in order for your claim to be valid. If such documents are not available, a complete list of acceptable supporting documentation can be found on the Settlement Administrator s website: Failure to provide this documentation could delay verification of your claim and/or result in claim rejection. J. If your trading activity during the Class Period exceeds 50 transactions, you must provide, in an electronic file, all purchase and sale information required in the Schedule of Transactions. For a copy of instructions and parameters concerning such a submission, contact the Settlement Administrator by phone: (800) ; by fax: (516) ; or via the website at: 10

11 IN RE SALOMON ANALYST LEVEL 3 LITIGATION PROOF OF CLAIM LEVEL 3 Must be received by Settlement Administrator postmarked no later than October 27, 2006 IV. CLAIMANT IDENTIFICATION Please Type or Print Beneficial Owner s Name (as it appears on your brokerage statement) Joint Beneficial Owner s Name (as it appears on your brokerage statement) DETACH HERE Street Address City State Zip Code Foreign Province Foreign Country or Social Security Number Taxpayer Identification Number Specify one of the following: Individual(s) Corporation UGMA Custodian IRA Partnership Estate Trust Other: (Day) (Evening) Area Code Telephone Number Area Code Telephone Number Facsimile Number Address Record Owner s Name and Address (if different from beneficial owner listed above) 11

12 V. SCHEDULE OF TRANSACTIONS IN LEVEL 3 COMMON STOCK A. State the total number of shares of Level 3 common stock owned at the close of trading on December 31, 1998, long or short (must be documented):. B. Separately list each and every purchase/other acquisition of Level 3 common stock during the period January 4, 1999 through June 18, 2001, and provide the following information (must be documented): Trade Date Number of Shares Price per Share 1 (list chronologically) Purchased/Otherwise (excluding commissions, Month/Day/Year Acquired taxes, and fees) 1 Please refer to Section III. E of the instructions on page 10 in connection with listing option-related transactions. C. State the total number of shares of Level 3 common stock acquired during the period June 19, 2001 through September 17, 2001 (must be documented):. HERE D. Separately list each and every sale of Level 3 common stock during the period January 4, 1999 through September 17, 2001, and provide the following information (must be documented): Trade Date Price per Share (list chronologically) Number of Shares (excluding commissions, Month/Day/Year Sold taxes, and fees) E. State the total number of shares of Level 3 common stock owned at the close of trading on September 17, 2001, long or short (must be documented): If additional space needed, attach separate, numbered sheets, giving all required information, substantially in the same format, and print your name and Social Security or Taxpayer Identification Number at the top of each sheet. YOU MUST ALSO READ AND SIGN THE RELEASE ON PAGE DETACH

13 VI. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I/We submit this Proof of Claim and Release under the terms of the Stipulation of Settlement described in the Notice. I/We also submit to the jurisdiction of the United States District Court for the Southern District of New York with respect to my/our claim as a Class Member and for purposes of enforcing the release set forth herein. I/We further acknowledge that I am/we are bound by and subject to the terms of any judgment that may be entered in the Action. I/We agree to furnish additional information to Lead Counsel or the Settlement Administrator to support this claim, including details of transactions in other Level 3 securities, such as options, if requested to do so. I/We have not submitted any other claim covering the same purchases, acquisitions or sales of Level 3 common stock during the Class Period and know of no other person having done so on my/our behalf. DETACH HERE VII. RELEASE A. I /We hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, and discharge from the Released Claims each and all of the Released Parties. B. Released Claims means all claims of every nature and description, known and unknown, arising out of or related to any purchase of, acquisition of, or decision to hold, Level 3 securities; any decision to allow options or other rights to acquire Level 3 securities to expire, including without limitation all claims or allegations that were asserted or could have been asserted against the Citigroup Releasees by Lead Plaintiffs in the Complaint, whether arising under state, federal or foreign law as claims, cross-claims, counterclaims, or third-party claims, whether asserted in the Complaint, in this Court, in any federal or state court, or in any other court, arbitration proceeding, administrative agency, or other forum in the United States or elsewhere. C. Released Parties means the Citigroup Releasees and Plaintiff Releasees. D. Citigroup Releasees means the Defendants, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, members, partners, principals, officers and directors of each of them, the present and former attorneys, advisors, trustees, administrators, fiduciaries, consultants, representatives, accountants and auditors, insurers, and agents of each of them, and the predecessors, estates, heirs, executors, trusts, trustees, administrators, successors and assigns of each, and any person or entity which is or was related to or affiliated with any of the foregoing or in which any of the foregoing persons and entities has or had a controlling interest and the present and former employees, members, partners, principals, officers and directors, attorneys, advisors, trustees, administrators, fiduciaries, consultants, representatives, accountants and auditors, insurers, and agents of each of them. E. Plaintiff Releasees means the Lead Plaintiffs and all other Class Members who do not exclude themselves from the Class, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, members, partners, principals, officers and directors of each of them, the present and former attorneys, advisors, trustees, administrators, fiduciaries, consultants, representatives, accountants and auditors, insurers, and agents of each of them, and the predecessors, estates, heirs, executors, trusts, trustees, administrators, successors and assigns of each, and any person or entity in which any of the foregoing has or had a controlling interest or with which it is or was related or affiliated. F. Unknown Claims means any Released Claims which Lead Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by operation of the Final Judgment shall have, expressly waived the provisions, rights and benefits of California Civil Code 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 13

14 G. This release shall be of no force or effect unless and until the Court approves the Stipulation and the Settlement becomes effective on the Effective Date (as defined in the Stipulation). H. I/We hereby warrant and represent that I/we have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. I. I/We hereby warrant and represent that I/we have included information about all of my/our transactions in Level 3 common stock that occurred during the Class Period as well as the amount of Level 3 common stock held by me/us at the close of trading on September 17, VIII. CERTIFICATION UNDER THE PENALTY OF PERJURY, I/WE CERTIFY THAT: I am/we are NOT subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out the word NOT in the statement above. I/We declare under penalty of perjury, under the laws of the United States of America, that the foregoing information supplied by the undersigned and the supporting documents attached hereto, and the acknowledgments, representations and warranties made herein are true, correct and complete to the best of my/our knowledge, information and belief, and that this Proof of Claim and Release form was executed this day of, 2006 in,. (City) (State/Country) HERE Signature of Claimant (Print your name here) Signature of Joint Claimant, if any (Print your name here) Signature of person signing on behalf of Claimant (Print your name here) Capacity of person signing on behalf of Claimant, if other than an individual, (e.g., Executor, President, Custodian, etc.) 14 DETACH

15 ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Reminder Checklist: 1. Please sign the above release and declaration. 2. Remember to attach only copies of acceptable supporting documentation, a complete list of which can be found on the website below. 3. Do not send original or copies of stock certificates. 4. Keep a copy of the completed claim form and documentation for your records. 5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested, or its equivalent. You will bear all risks of delay or non-delivery of your claim. 6. If your address changes in the future, or if these documents were sent to an old or incorrect address, please send us written notification of your new address. 7. If you have any questions or concerns regarding your claim, please contact the Settlement Administrator at: In re Salomon Analyst Level 3 Litigation c/o Berdon Claims Administration LLC P.O. Box 9014 Jericho, NY Telephone: (800) Fax: (516) Website: 15

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