Broadwing ERISA Litigation Settlement

Why did I receive a Notice package?

You or someone in your family may have received an allocation or purchased Broadwing or Cincinnati Bell Inc. common stock in the Plans at some time from November 9, 1999 to through February 28, 2003.

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What is this lawsuit about?

In Complaints filed in 2002 and 2003, and later amended and consolidated, the Plaintiffs alleged that the Defendants breached their fiduciary duties and otherwise violated ERISA, by using employer and employee contributions to the Plans to purchase Broadwing stock at a time when, according to Plaintiffs, the stock was an unsuitable and imprudent investment for the Plans. Plaintiffs further allege that Defendants violated ERISA by misrepresenting to Plaintiffs and participants in the Plans the financial status of Broadwing and, consequently, the true value of its stock. The Complaints sought to recover from the Defendants losses to the Plans, and indirectly, to its participants and beneficiaries caused by Defendants’ alleged conduct.

In the Motion to Dismiss the Consolidated Complaint, Defendants denied each of the claims and allegations of wrongdoing, and asked the court to dismiss all of the Plaintiffs' claims. Defendants specifically deny, among other things, the allegations that they breached any fiduciary duties or any other provisions of ERISA in connection with the acquisition or retention of Broadwing stock by the Plans during the Class Period, or before, and deny that they in any way misrepresented the financial performance of Cincinnati Bell or the value of its stock either directly or indirectly to participants in the Plans. Defendants deny that Plaintiffs or the Plans are entitled to any relief of any kind.

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Why is this a Class Action?

In a class action, one or more persons called Class Representatives sue on behalf of people who have similar claims. All of these people who have similar claims make up the Class and are Class members. One court resolves the issues for all Class members. Because the conduct alleged by Plaintiffs in this case affected a large group of people in a similar way, Plaintiffs filed their Complaints as class actions.

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Why is there a Settlement?

The Court did not decide in favor of Plaintiffs or Defendants. Instead, both sides agreed to a Settlement. By agreeing to a Settlement, the parties avoid the costs and risks of a trial, and the Class will get compensation. The Class Representatives and their attorneys believe that the Settlement is best for all Class members.

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How do I know if I am part of the Class?

Everyone who fits the following description is a Class Member:

All participants and beneficiaries of the Cincinnati Bell Inc. Savings and Security Plan and the Cincinnati Bell Inc. Retirement Savings Plan, and any predecessor plan, who held shares or units of the Cincinnati Bell Inc. Common Stock Fund or for whose benefit the Plans held shares of Broadwing Inc. common stock or Cincinnati Bell Inc. common stock at any time from November 9, 1999 through February 28, 2003 (the "Relevant Period"). Excluded from the Class are the Court, the Defendants, members of their immediate families, their legal representatives, heirs, successors or assigns, and any entity in which Defendants have had a controlling interest.

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Are there exceptions to being included?

You are not a Class member if you were named as a Defendant. Also, immediate family members of named Defendants are not in the Class.

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Can I exclude myself from the Class?

You do not have the right to exclude yourself from the Settlement in this case. The Class was preliminarily certified under Fed. R. Civ. P. 23(b)(l) and (b)(2) as a "non opt-out" class action. Although you cannot opt out of the Settlement, you can object to the Settlement and ask the Court not to approve the Settlement. See below.

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What does the Settlement provide?

Defendants have agreed to pay $11 million to resolve Plaintiffs’ claims against them. The payment is called the Settlement Fund. Certain fees and expenses, including those incurred by Plaintiffs’ Counsel that are approved by the Court, will be deducted from the Settlement Fund. The remaining amount is called the Net Settlement Fund.

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How much will my payment be?

Your share of the Settlement Fund will depend on the number of shares of Cincinnati Bell or Broadwing stock you held in the Plans during the Class Period, and the amount that you lost as a result of this holding. The formula will take into account your purchases or sales of Cincinnati Bell or Broadwing stock in your Plan account. The more you lost because of holding Cincinnati Bell or Broadwing stock in your Plan account, the larger your share of the Net Settlement Fund will be. Your share of the Net Settlement Fund, however, will be less than your actual losses. You are not responsible for calculating the amount you may be entitled to receive under the Settlement — this will be done by the Settlement Administrator.

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How can I get my distribution?

If you are a Class member and still participate in either of the Plans, your Settlement proceeds will be deposited directly into your Plan account. Settlement amounts will be initially invested in the same manner as you direct the investment of contributions to your Plan account. After the Settlement amounts are paid into your Plan account, you may then direct those funds to any desired fund option.

If you are a Class member and no longer participate in the Plans, your account will be reinstated in the Plan in which you previously participated for the sole purpose of receiving your Settlement proceeds. Your Settlement proceeds will be invested initially in the Fidelity Managed Income Portfolio II investment option, and they will thereafter be distributed in accordance with your directions or, in the absence of directions, in accordance with the provisions of the Plans. If you move or if the address on the Notice is wrong, or if a Class Member dies, please advise the Plan in writing.

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When will I get my distribution?

The Parties are working diligently to distribute settlement proceeds and expect that distribution to occur soon.

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Do I have a lawyer in this case?

The Court appointed the law firms of Whatley Drake, LLC, Provost Umphrey, LLP, Parry, Deering, Futscher & Sparks, and Ann Lugbill to represent you and other Class Members. These lawyers are called Class Counsel. You will not be charged for these lawyers. These lawyers will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

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Has the Court approved the Settlement?

The Court held a Fairness Hearing on June 22, 2006, at the United States District Court for the Southern District of Ohio, 100 East Fifth Street, Cincinnati, Ohio 45202, in Courtroom 836 at 10:00 a.m. At this hearing, the Court considered whether the Settlement was fair, reasonable, and adequate. The Court allowed an opportunity for anyone to object. The Court decided what amount of Class Counsel fees and expenses will be paid from the Settlement Fund.

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Are there more details about the Settlement?

The Notice summarized the proposed Settlement. More details are in the parties’ Stipulation and Settlement Agreement. You can inspect the papers filed in this Action at the office of the Clerk of Court, United States Courthouse, 100 East Fifth Street, Cincinnati, Ohio 45202 during normal business hours. If you have questions about the Settlement, call toll free 1-888-870-1058.