In Re: Marketspan Corporation Securities Litigation 15884/98-Notice of Pendency and Settlement of Class and Derivative Actions

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU ------x In re Marketspan Corporation Shareholder Litigation : ------x This Document Relates To: : All Actions : ------x ------x JAMES COSENTINO and PETER D. FISHBEIN, On Behalf of : themselves and All Others Similarly Situated, : : Index No. 15884/98 Plaintiffs, : : v. : : WILLIAM J. CATACOSINOS; JOHN H. TALMAGE; BASIL A. : PATERSON; GEORGE BUGLIARELLO; GEORGE J. SIDERIS; A. JAMES : BARNES; RICHARD L. SCHMALENSEE; RENSO L. CAPORALI; : KATHERINE D. ORTEGA; VICKI L. FULLER; JAMES T. FLYNN; EBEN : W. PYNE; ROBERT B. CATELL; DONALD H. ELLIOT; ALAN H. : FISHMAN; STEPHEN W. MCKESSY; EDWARD D. MILLER; JAMES : Q. RIORDAN; HOWARD R. CURD; RICHARD N. DANIEL; FREDERIC : V. SALERNO; JAMES R. JONES; VINCENT TESE, THEODORE A. : BABCOCK, MICHAEL E. BRAY, CHARLES A. DAVERIO, JANE A. : FERNANDEZ, JOSEPH E. FONTANA, GEORGE B. JONGELING, : ROBERT X. KELLEHER, JOHN D. LEONARD, JR., ADAM M. : MADSEN, KATHLEEN A. MARION, BRIAN R. MCCAFFREY, JOSEPH : W. MCDONNELL, LEONARD P. NOVELLO, ANTHONY NOZZOLILLO, : RICHARD REICHLER, WILLIAM G. SCHIFFMACHER, WERNER J. : SCHWEIGER, RICHARD M. SIEGEL, ROBERT B. STEGER, WILLIAM : E. STEIGER, EDWARD J. YOUNGLING, AND JOHN DOES NO. 1-3, : : Defendants, : : -and- : : MARKETSPAN CORPORATION, : : Nominal Defendant. : : :

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NOTICE OF PENDENCY AND SETTLEMENT OF CLASS AND DERIVATIVE ACTIONS, APPLICATION FOR ATTORNEY'S FEES AND SETTLEMENT HEARING

TO: 1. ALL PERSONS WHO HELD SHARES OF LONG ISLAND LIGHTING COMPANY ("LILCO"), THE BROOKLYN UNION GAS COMPANY1 ("BROOKLYN UNION"), KEYSPAN ENERGY CORPORATION ("KEC"), OR MARKETSPAN CORPORATION ("MARKETSPAN") COMMON STOCK AT ANY TIME FROM JUNE 27, 1997 UNTIL JUNE 8, 1998 ("CLASS MEMBERS").

1 On September 29, 1997 Brooklyn Union Gas Company reorganized into holding company form and became a wholly owned subsidiary of KeySpan Energy Corporation ("KEC"), through a share exchange in which each share of Brooklyn Union Gas Company was exchanged for one share of KEC common stock. References to "Brooklyn Union [KEC]" include both Brooklyn Union prior to the reorganization and KEC thereafter. 2. ALL PERSONS AND ENTITIES WHO CURRENTLY HOLD MARKETSPAN OR KEYSPAN ENERGY ("KEYSPAN") COMMON STOCK2 ("CURRENT STOCKHOLDERS"). PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. IF YOU ARE A CLASS MEMBER, YOU ULTIMATELY MAY BE ENTITLED TO RECEIVE BENEFITS PURSUANT TO THE PROPOSED SETTLEMENT DESCRIBED HEREIN. EXCLUSION DEADLINE: REQUESTS FOR EXCLUSION FROM THE CLASS ACTION MUST BE FILED SO AS TO BE RECEIVED NO LATER THAN JUNE 21, 1999. SECURITIES BROKERS AND OTHER NOMINEES: PLEASE SEE INSTRUCTIONS ON PAGE 8 HEREIN. NOTICE IS HEREBY GIVEN, pursuant to an Order of the Supreme Court of the State of New York, County of Nassau (the "Court") dated April 28, 1999, that a hearing will be held before the Honorable Ute Wolff Lally, at IAS Part 24 of the Nassau County Courthouse, 100 Supreme Court Drive, Mineola, New York 11501 at 9:30 a.m., on June 30, 1999 (the "Settlement Fairness Hearing") to determine whether a proposed settlement (the "Settlement") of the above-captioned class and derivative litigation (the "Litigation") as set forth in the Stipulation And Agreement Of Settlement dated as of April 28, 1999 (the "Stipulation"), is fair, reasonable and adequate with respect to the class and derivative actions and to consider the applications of class and derivative counsel for attorneys' fees and reimbursement of expenses. The Court, by Preliminary Order In Connection With Settlement Proceedings, dated April 28, 1999, and for the purposes of the proposed Settlement, has certified a plaintiff class consisting of: "all persons who held shares of LILCO, Brooklyn Union, KEC or Marketspan common stock at any time from June 27, 1997 until June 8, 1998. Excluded from the Class are the defendants in the Actions, members of the immediate families of each of the defendants, any person, firm, trust, corporation, officer, director or other individual or entity in which any defendant has a controlling interest or which is an Affiliate of any of the defendants, and the legal representatives, heirs, successors in interest or assigns of any such excluded party." For purposes of the proposed Settlement, the above-captioned action Cosentino, et al. v. Catacosinos, et al., Index No. 15884/98; and Resnik v. Catacosinos, et al., Index. No. 98-20392 (the "Derivative Actions"), are proceeding as derivative actions, pursuant to Section 626(d) of the Business Corporation Law, in the name of and for the benefit of Marketspan, and the remaining actions are proceeding as Class Actions on behalf of the Class Members. BACKGROUND OF THE LITIGATION 1. On or about June 27, 1997, shareholders of LILCO and Brooklyn Union were provided with a Joint Proxy Statement/Prospectus dated June 27, 1997 (the "Proxy/Prospectus") with respect to their vote on a proposed merger between, among others, LILCO and Brooklyn Union (the "Combination"). 2. On September 29, 1997, Brooklyn Union reorganized into holding company form, and became a wholly-owned subsidiary of KeySpan Energy Corporation ("KEC"), through a share exchange in which each share of Brooklyn Union common stock was exchanged for one share of KEC common stock, and KEC succeeded to all of the rights and obligations of Brooklyn Union with respect to the Combination. 3. The Combination was consummated on or about May 28, 1998, and on or about May 29, 1998 LILCO and KEC shareholders received Marketspan common stock in exchange for LILCO and KEC stock, respectively, as a result of the Combination. 4. On or about June 6, 1998, published reports indicated that as many as twenty-five LILCO officers and directors had received a total of approximately $67 million in compensation benefits (the "Executive Compensation Package") in connection with the Combination. 5. Following those reports the Class Actions and Derivative Actions were filed. 6. The Derivative and Class Actions assert various common law and federal claims relating to the Executive Compensation Package and the alleged failure to disclose, inter alia, the complete facts relating to the Executive Compensation Package. 7. Plaintiffs' counsel in the Actions have conducted an investigation and discovery, including document discovery and depositions, and have filed amended complaints in the Derivative Actions and Class Actions, added new parties, and in a number of the actions, briefed motions directed toward the legal sufficiency of the Actions. Plaintiffs' Counsel, having made a thorough investigation of the facts, have negotiated a settlement which they believe is fair, reasonable, and adequate and in the best interests of plaintiffs, the Class, the former shareholders of LILCO, KEC and Brooklyn Union, and Marketspan and its present and former

2 On or about September 10, 1998, MarketSpan announced that it would immediately cease doing business as MarketSpan and begin doing business as KeySpan Energy ("KeySpan"). Except where otherwise indicated references to "MarketSpan" also refer to "Keyspan."

2 shareholders. 8. The defendants deny all allegations of wrongdoing but recognizing the burden, risk and expense attendant to the continued litigation of the Actions have concluded that it is desirable that the claims against them be compromised and settled on the terms described below. 9. All of the parties have now agreed to settle all aspects of the Litigation, subject to approval of the Court. 10. Plaintiffs recognized the uncertainty and the risk of the outcome of any litigation, especially complex litigation such as this, and the difficulties and risks inherent in the trial of such an action. Plaintiffs desired to settle the claims of the Class against defendants on the terms and conditions described herein which provide substantial benefits to the Class. Counsel for the Class deem such settlement to be fair, reasonable and adequate to, and in the best interests of the members of the Class. The Derivative Plaintiff likewise desired to settle Marketspan's claims against defendants on the terms and conditions described herein which provide substantial benefits to Marketspan. Derivative Counsel deem such settlement to be fair, reasonable and adequate to, and in the best interests of Marketspan. 11. The Defendants, while continuing to deny all allegations of wrongdoing or liability whatsoever, desired to settle and terminate all existing or potential claims against them, without in any way acknowledging any fault or liability. 12. THE COURT HAS NOT DETERMINED THE MERITS OF THE CLASS OR DERIVATIVE CLAIMS OR THE DEFENSES THERETO. THIS NOTICE DOES NOT IMPLY THAT THERE HAS BEEN OR WOULD BE ANY FINDING OF VIOLATION OF THE LAW OR THAT RECOVERY COULD BE HAD IN ANY AMOUNT IF THE ACTION WERE NOT SETTLED. TERMS OF THE SETTLEMENT 13. In full and complete settlement of the claims which have or could have been asserted in the Class Actions and the Derivative Actions, and subject to Court approval of the terms and conditions of the Stipulation, Defendants have agreed to the following: a. The Insurance Carrier has paid $7.9 million (the "Gross Settlement Amount") into an interest-bearing escrow account on behalf of the members of the Class. The Gross Settlement Amount, after deduction of attorneys' fees and litigation expenses as may be awarded by the Court shall be the "Net Settlement Fund". The Net Settlement Fund shall be distributed by Marketspan to the Class Members as described in paragraph 23 below. b. In addition, in connection with the Settlement of the Derivative Actions, Marketspan agrees to adhere to the following corporate governance and executive compensation procedures and guidelines for the benefit of Marketspan and its shareholders: (1) Modifications to Corporate Governance Structure: Effective upon court approval of the Settlement, the Marketspan Board of Directors (the "Marketspan Board") will adhere to the Corporate Governance Policies described below: (a) At least two-thirds of the Marketspan Board shall be "Independent Directors" as the term is defined below. (b) To be deemed an "Independent Director" in any calendar year, a director must satisfy the following qualifications: i) The director shall not have been employed by Marketspan or its subsidiaries, affiliates or predecessors in interest in an executive capacity within the last three (3) calendar years; ii) The director a) shall not have been, and shall not be employed by an organization that is an adviser or consultant to Marketspan, or its subsidiaries, affiliates or predecessors in interest, and b) within the last three (3) years shall not have had, and shall not be affiliated with a company which has had, any business relationship with the Marketspan, its subsidiaries, affiliates, or predecessors in interest, where the advisory, consulting or business relationship in a) or b) above is one for which disclosure is required pursuant to Item 404 of Regulation S-K of the Securities and Exchange Commission (or any successor to such rule); iii) The director is not a member of the immediate family of any person described in ii) above; and iv) The director does not have any financial relationship, other than as a shareholder of Marketspan, that could materially affect the exercise of his or her judgment as a director. (c) The Independent Directors of the Marketspan Board shall meet at least once a year without Marketspan's Chief Executive Officer or any other management director present, to recommend any actions as the Independent Directors shall deem advisable consistent with the powers of the full Board. (d) The Independent Directors shall have access to any and all senior management of Marketspan at the discretion of the Independent Directors. (e) The Marketspan Board shall not amend or rescind the above provisions until after January 1, 2002. (2) Audit Committee and Policies Related Thereto: Effective upon court approval of the Settlement, the Marketspan Board will adhere to the policies related to the Audit Committee of the Marketspan Board described below: 3 (a) The Audit Committee shall consist of not less than six (6) Independent Directors, as that term is defined above. (b) The Audit Committee shall meet at least semi-annually. (c) The Marketspan Board shall not amend or rescind the above provisions until after January 1, 2002. (3) Compensation and Nominating Committee and Policies Related Thereto: Effective upon court approval of the Settlement, the Marketspan Board will adhere to the executive compensation policies described below: (a) The Marketspan Board shall adopt a resolution setting forth the following compensation principles: i) Compensation arrangements shall emphasize pay for performance and encourage retention of those employees who enhance Marketspan's performance; ii) Compensation arrangements shall maintain a reasonable balance between base salary on the one hand, and long-term and annual compensation on the other; iii) In determining executive compensation, compensation arrangements at peer energy companies shall be taken into consideration; and iv) Cash incentive compensation plans for senior executives shall link incentive compensation to achievement of financial goals set in advance by the Compensation and Nominating Committee. (b) the Compensation and Nominating Committee shall consist of not less than six (6) Independent Directors, as that term is defined above. (c) The Compensation and Nominating Committee shall meet at least semi-annually. (d) The Compensation and Nominating Committee shall set annual and long-term goals for the Chief Executive Officer and other executives and evaluate their performance against such goals and the performance of Marketspan's peer energy companies. (e) Executive compensation packages, and any material alterations thereto, shall be subject to approval by the Compensation and Nominating Committee and the Marketspan Board, at regularly scheduled meetings. (f) No severance shall be paid to any executive upon the occurrence of any change in control in which such executive retains an equivalent executive position at Marketspan, its subsidiaries, affiliates, or successors in interest following such change of control (provided that this provision shall not preclude Marketspan from entering into short-term (one year or less) consulting arrangements with former executives for the purposes of effecting a transition with regard to the position vacated by the executive receiving severance). (g) Executive compensation arrangements shall be designed to promote productive tenure rather than reward an executive for leaving. (h) The Compensation and Nominating Committee shall review the range of possible payouts under the terms of executive officers' compensation/change in control agreements and consider same before a package is awarded. (i) The Compensation and Nominating Committee shall compile detailed information to be provided to shareholders in Marketspan's Proxy Statement explaining the terms of all executive compensation agreements. (j) If an executive officer of Marketspan attends a meeting of the Compensation and Nominating Committee, the purpose of such attendance will be stated in detail in the minutes of the Committee meeting. (k) Any compensation agreement which may result in compensation to an executive of $10,000,000 or more in any year, excluding (i) any payments made pursuant to qualified Marketspan pension or benefit plans in accordance with the terms of such plans; (ii) any payment pursuant to non-qualified Marketspan pension or benefit plans adopted prior to the effective date of the Settlement in accordance with the terms of such plans; and (iii) the value of stock options and restricted stock granted prior to the effective date of the Settlement, shall be subject to an affirmative vote of the majority of the shareholders casting ballots at the next annual meeting after the date of the compensation agreement (or the next annual meeting after any amendment to the agreement or change in circumstances which would make the agreement subject to this provision), with such advance disclosure to the shareholders as is required by the rules of the Securities and Exchange Commission in these circumstances. This provision shall not act to invalidate any compensation agreement, but shall limit payments thereunder to a maximum of $10,000,000. (l) The Compensation and Nominating Committee shall have standing authorization, on their own decision, to retain legal and/or other advisors of their choice, which advisors shall report directly to the Committee. (m) The Compensation and Nominating Committee and/or the full Marketspan Board shall not amend or rescind the above provisions until after January 1, 2002. (4) Marketspan acknowledges, and the other defendants will express no different position for purposes of the actions settled herein, that plaintiffs' litigation efforts and their communications and negotiations with Marketspan and its counsel were instrumental and causal factors in previously resolving issues with respect to William Catacosinos' employment with Marketspan 4 and severance payments, and in requiring certain Marketspan officers to return severance payments or resign their positions with Marketspan; and in Marketspan's agreement to implement and/or adhere to the corporate governance and executive compensation policies described above. (5) The corporate governance and executive compensation policies and procedures described herein shall be set forth in the Notice, and in the next Marketspan Proxy Statement. c. Marketspan or its successors in interest shall cause the dissemination of the Notice and shall arrange for the Publication Notice and shall pay all costs and expenses incurred in providing such notice. No funds from the Escrow Account shall be expended for the costs related to such notice. 14. Upon the Effective Date of this Settlement, plaintiffs and members of the Class on behalf of themselves, their heirs, executors, administrators, successors and assigns, and any persons they represent, shall release and forever discharge each and every of the "Settled Claims" (defined below), and shall forever be enjoined from prosecuting the Settled Class Claims. 15. Upon the Effective Date of this Settlement, Marketspan and its shareholders and the former shareholders of LILCO, Brooklyn Union, KEC and Marketspan, on behalf of themselves, their heirs, executors, administrators, successors and assigns, and any persons they represent, shall release and forever discharge each and every of the "Settled Claims" (defined below), and shall forever be enjoined from prosecuting the Settled Claims. 16. Upon the Effective Date of this Settlement, MarketSpan, on behalf of itself and any predecessors, successors and assigns, shall release and forever discharge each and every of the "Settled Defendant's Claim" (defined below), and shall forever be enjoined from prosecuting the Settled Defendant's Claims. 17. The "Defendants" include the following: Marketspan, former LILCO directors Barnes, Bugliarello, Caporali, Crisp, Fuller, Ortega, Paterson, Schmalensee, Sideris, and Talmage; former LILCO officers and directors Catacosinos and Flynn; former LILCO executives (in addition to Catacosinos and Flynn) some of whom received Executive Compensation payments: Babcock, Bray, Cocks, Daverio, Fernandez, Fontana, Kelleher, Kosel, Leonard, Madsen, Marion, McCaffrey, McDonnell, Novello, Nozzolillo, Reichler, Schiffmacher, Schweiger, Siegel, Skorupski, Steger, Steiger and Youngling; and the following current members of Marketspan's Board (in addition to Bugliarello and Paterson), Catell, Curd, Daniel, Elliot, Fishman, Jones, McKessy, Miller, Riordan, Salerno, and Tese. The Settlement will release the Settled Claims against any and all of the Defendants (except for, as between Marketspan and the Derivative Defendants only, the following: the Defendant former LILCO officers who have not or do not exchange releases with MarketSpan), their successors and predecessors, past or present subsidiaries, parents, officers, directors, shareholders, agents, employees, attorneys, advisors, and investment advisors, auditors, accountants, insurers and any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or is an Affiliate of any of the Defendants, and the legal representatives, heirs, successors in interest or assigns of the Defendants (collectively the "Released Parties"). 18. "Settled Claims" means all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other rule or regulations, including known or unknown claims, that have been or could have been brought in any court or before any agency or tribunal by or on behalf of Marketspan, the former LILCO, the former KEC, the former Brooklyn Union, plaintiffs or any member of the putative Class, any Marketspan shareholder, or any former LILCO, Brooklyn Union, KEC or Marketspan shareholder representatively or individually against any or all Released Parties, relating to the Executive Compensation Package or any other matters alleged in the Actions or that could have been alleged in the Actions, including but not limited to claims relating to the Combination and related transactions and the negotiations of and disclosures relating to the Combination and related transactions. 19. "Settled Defendant's Claims" means all claims asserted in the Class Actions and the Derivative Actions, and all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, including both known and unknown claims, that have been or could have been asserted in any forum by Marketspan or its predecessors, successors and assigns, whether directly, indirectly, representatively or in any other capacity, against any of the plaintiffs in the Actions, Class Members or their attorneys, which arise out of or relate in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth or asserted in the complaints, including but not limited to the institution and prosecution of the Class Actions and/or the Derivative Actions. 20. If the Settlement is approved by the Court, all Settled Claims and all Settled Defendant's Claims which have or could have been asserted in the action will be dismissed on the merits and with prejudice. 21. The Stipulation provides that the Defendants may withdraw from and terminate the Settlement in the event that in excess of a certain amount of claimants exclude themselves from the Class. 22. The Settlement will become effective at such time as Orders entered by the Court approving the Settlement shall become final and not subject to appeal, and after related actions in the United States District Court for the Eastern District of New York are finally dismissed based on the Settlement herein (the "Effective Date"). ALLOCATION OF SETTLEMENT PROCEEDS AMONG CLASS MEMBERS 23. Marketspan, or its successors in interest, shall cause the distribution of the Net Settlement Fund to Class Members who held LILCO or KEC shares as of May 29, 1998, or who purchased Marketspan common stock from May 29, 1998 through June 5, 1998 and who continued to hold such shares as of June 8, 1998, in proportion to the number of shares of LILCO and KEC held by 5 each Class Member on May 29, 1998 and such Marketspan shares held on June 8, 1998: with 80% of the Net Settlement Fund allocated to such LILCO and Marketspan3 shares and 20% allocated to such KEC shares except that no distribution of monies from the Net Settlement Fund shall be made to any Class Member if the amount of the check would be $10.00 or less. THE RIGHTS OF CLASS MEMBERS 24. The Court has certified this action to proceed as a class action. If you held shares of LILCO, Brooklyn Union, KEC or Marketspan common stock at any time from June 27, 1997 until June 8, 1998, then you are a Class Member. Class Members have the following options: (a) If you wish to remain a member of the Class, and you owned LILCO or KEC shares on May 29, 1998 or purchased Marketspan common stock during the period May 29, 1998 through June 5, 1998 and continued to own such Marketspan shares on June 8, 1998, then you may share in the proceeds of the settlement, provided that the settlement is approved. No Proof of Claim is required. Marketspan will distribute the net settlement fund to all LILCO and KEC shareholders on May 29, 1998 and purchasers of Marketspan common stock during the period May 29, 1998 through June 5, 1998 who held those Marketspan shares on June 8, 1998, other than the defendants and any person who requests exclusion, and no distribution of monies from the Net Settlement Fund shall be payable to a Class Member if the amount payable would be less than $10.00. Class Members will be represented by the Plaintiffs and their counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file an appearance on your behalf on or before June 21, 1999, and must serve copies of such appearance on the attorneys listed in Paragraph 30 below. (b) If you do not wish to remain a member of the Class you may exclude yourself from the Class by following the instructions in Paragraph 28 below. Persons who exclude themselves from the Class will NOT receive any share of the settlement proceeds and will not be bound by the Settlement. THE RIGHTS OF MARKETSPAN STOCKHOLDERS 25. Current Marketspan stockholders have the right to appear and be heard at the Settlement Fairness Hearing. Any current stockholder who wishes to appear and be heard at the Settlement Fairness Hearing must, at or before June 21, 1999, file a Notice of Appearance with the Clerk of the Court, Nassau County Courthouse, 100 Supreme Court Drive, Mineola, New York 11501, and must serve copies of such Notice of Appearance on the attorneys listed in Paragraph 30 below. 26. If any current Marketspan shareowner objects to one or more terms of the proposed Settlement his/her/its Notice of Intention to Appear must be accompanied by a statement of the position to be asserted and the basis for his objection together with satisfactory proof of the current ownership of Marketspan common stock and must be filed with the Clerk of the Court, and must be served on the attorneys listed in Paragraph 30 below not later than June 21, 1999 or the objection will not be considered by the Court. PROOFS OF CLAIM NOT REQUIRED 27. The net settlement fund will automatically be distributed to all LILCO and KEC shareholders as of May 29, 1998, and purchasers of Marketspan from May 29, 1998 through June 5, 1998 who continued to hold such Marketspan shares on June 8, 1998, and who do not request exclusion, by Marketspan without the need for filing a Proof of Claim form, except that no distribution of monies from the Net Settlement Fund shall be made to a Class Member if the amount payable to that Class Member would be $10.00 or less. 28. If you held shares of LILCO or KEC common stock on May 29, 1998, distribution to you of the Net Settlement Fund will automatically be made upon final, non-appealable approval of the settlement as described above. If you purchased Marketspan common stock from May 29, 1998 through June 5, 1998, and continued to hold such shares on June 8, 1998, it would assist in the facilitation of payment if you could mail any documents or other information you have related to such purchases of Marketspan shares to In re Marketspan Corporation Shareholder Litigation, c/o Gilardi & Co. LLC, P. O. Box 5100, Larkspur, CA 94977-5100. EXCLUSION FROM THE CLASS 29. Each Class Member shall be bound by all determinations and judgments in this action concerning the Settlement, whether favorable or unfavorable, unless such person shall mail, by first class mail, a written request for exclusion from the Class, postmarked no later than June 21, 1999, addressed to Lilco/Keyspan Securities Litigation Exclusions, C/O WOLF POPPER LLP, 845 Third Avenue, New York, New York 10022. No person may exclude himself from the Class after that date. The written request for exclusion should show the Class Member's name, address and Social Security or Taxpayer Identification Number and the date(s) and amount(s) of shares of Lilco common stock and/or Brooklyn Union common stock owned during the Class Period and the dates of such ownership. To be effective, the written request for exclusion must be signed by the beneficial owner of the stock, or his, her or its legal representative.

3 Marketspan agrees that it will use reasonable efforts to identify all Class Members who purchased Marketspan during the period May 29, 1998 through June 5, 1998 and continued to own such shares on June 8, 1998.

6 SETTLEMENT FAIRNESS HEARING 30. At the Settlement Fairness Hearing, the Court will determine whether to finally approve this Settlement and dismiss the Class and Derivative Actions and the claims of the Class and the derivative claims. The Settlement Fairness Hearing may be adjourned from time to time by the Court without further written notice to the Class. 31. At the Settlement Fairness Hearing, any Class member who has not properly filed a Request for Exclusion from the Class, and any current shareholder of Marketspan common stock may appear in person or by counsel and be heard to the extent allowed by the Court in opposition to the fairness, reasonableness and adequacy of the Settlement, or the application for an award of attorneys' fees and reimbursement of expenses, provided, however, that in no event shall any person be heard in opposition to the Settlement or plaintiffs' applications for attorneys' fees and expenses and in no event shall any paper or brief submitted by any such person be accepted or considered by the Court, unless, on or before June 21, 1999, such person (a) files with the Clerk of the Court notice of such person's intention to appear, together with a statement that indicates the basis for such opposition, along with any documentation in support of such objection, and (b) simultaneously serves copies of such notice, statement and documentation, together with copies of any other papers or briefs such person files with the Court, in person or by mail upon: Deborah Clark-Weintraub, Esq., MILBERG WEISS BERSHAD HYNES & LERACH LLP, One Pennsylvania Plaza, New York, NY 10119, Telephone (212) 594-5300; and Stephen D. Oestreich, Esq., WOLF POPPER LLP, 845 Third Avenue, New York, NY 10022, Telephone (212) 759-4600, on behalf of Plaintiffs; and Michael J. Chepiga, Esq., SIMPSON THACHER & BARTLETT, 425 Lexington Avenue, New York, New York 10017, Telephone (212) 455- 2000 on behalf of the defendants. ATTORNEYS' FEES AND DISBURSEMENTS 32. At the Settlement Fairness Hearing or at such other time as the Court may direct, Plaintiffs' Counsel intend to apply to the Court for an award of attorneys' fees and reimbursement of litigation expenses from the Settlement Fund in the amount of up to $2.4 million. FURTHER INFORMATION 33. For a more detailed statement of the matters involved in this Litigation, reference is made to the pleadings, to the Stipulation, to the Orders entered by the Court and to the other papers filed in the Litigation, which may be inspected at the Office of the Clerk of the Court during regular business hours. 34. All inquiries concerning this Notice by Class Members or current stockholders should be made to: Deborah Clark- Weintraub, Esq., MILBERG WEISS BERSHAD HYNES & LERACH LLP, One Pennsylvania Plaza, New York, NY 10119, Telephone (212) 594-5300; or Stephen D. Oestreich, Esq., WOLF POPPER LLP, 845 Third Avenue, New York, NY 10022, Telephone (212) 759- 4600. No inquiries should be directed to the Court. SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES 35. If you held, for the beneficial interest of a person or organization other than yourself, shares of Long Island Lighting Company, The Brooklyn Union Gas Company, KeySpan Energy Corporation or Marketspan Corporation common stock at any time from June 27, 1997 until June 8, 1998, or if you currently hold Marketspan Corporation common stock, for the beneficial interest of a person or organization other than yourself, the Court has directed that within seven days of your receipt of this Notice; you either (a) provide to Marketspan's agent, Gilardi & Co. LLC, P.O. Box 5100, Larkspur, CA 94977-5100, Telephone (415) 461-0410, the name and last known address of each such person or organization or (b) you request additional copies of this Notice, which will be provided to you free of charge, and within seven days mail the Notice directly to the beneficial owners of the securities referred to herein. If you choose to follow this alternative procedure (b), the Court has ordered that you must, upon such mailing, send a statement to Marketspan confirming that the mailing was made as directed. You are entitled to reimbursement from Marketspan of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the reasonable cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid upon request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to In re Marketspan Corporation Shareholder Litigation, C/O Gilardi & Co. LLC, P.O. Box 5100, Larkspur, CA 94977-5100, Telephone (415) 461-0410.

Dated: Mineola, New York By Order of the Court April 28, 1999 CLERK OF THE COURT