Ramius Responds to Tollgrade's Recent Publicly Announced Board Changes

Believes That Announced Changes Do Little To Address The Substantial
Underperformance at Tollgrade

Urges Board to Consider Ramius' Recent Proposals Which Would Result in a
Minority of New Directors with Both Telecom Industry Experience and Direct
Shareholder Representation

NEW YORK, May 18 /PRNewswire/ -- RCG Starboard Advisors, LLC, an affiliate of
Ramius LLC (collectively, "Ramius"), today announced that it has sent a letter
to Joseph A. Ferrara, Chairman and Chief Executive Officer of Tollgrade
Communications, Inc. (Nasdaq: TLGD), expressing its belief that substantial
changes to the composition of the Tollgrade Board of Directors are needed in
order to remedy the historical underperformance of the Company. Ramius also
expressed an interest in continuing negotiations with the Company in order to
reach a mutually agreeable settlement. If a settlement is not reached, Ramius
is prepared to move forward with an election contest in order to ensure that
the best interests of all shareholders are represented on the Board.

The full text of the letter follows:
May 18, 2009

Mr. Joseph A. Ferrara
Chairman and Chief Executive Officer
Tollgrade Communications, Inc.
493 Nixon Road
Cheswick, PA 15024

Dear Joe:

As you know, RCG Starboard Advisors, LLC, a subsidiary of Ramius LLC (together
with its affiliates, "Ramius" or the "Ramius Group") currently owns
approximately 15.2% of the outstanding common stock of Tollgrade
Communications, Inc. ("Tollgrade" or "the Company"), making us the largest
shareholder of the Company. On February 11, 2009, we submitted a notice of
our intention to nominate four nominees (the "Nominees") for election to the
Board of Directors at the 2009 Annual Meeting of Shareholders (the "Meeting").
After following Tollgrade as a shareholder for over four years, we took this
action because we believe substantial change to the composition of the current
Board is necessary to address the long-term underperformance of the Company.
We believe Tollgrade would significantly benefit from Board members with
relevant experience in the telecom equipment and services industries as well
as shareholder representatives with a true vested interest in the Company.
These attributes have been missing from the Board for far too long.

Although we recognize the changes to the structure of the Board you outlined
in the press release on May 13, 2009, we believe these adjustments were made
entirely as a reaction to our nomination proposal and do little to address the
fundamental issues we have raised. From the outset of this process we have
expressed our sincere desire to work constructively with the current Board to
reach a mutually agreeable solution that would be in the best interest of all
shareholders. To that end, for the past three months we have been acting in
good faith to privately negotiate a joint resolution of our concerns.
Frankly, we are surprised and disappointed that you chose to take these
actions publicly at this time while we were in the midst of trying to
privately reach a mutually agreeable outcome that would avoid a potential
election contest.

On several occasions we have outlined for you and other members of the current
Board several proposals which would result in Ramius being entitled to
designate a minority of new directors. The new directors would include direct
representation for Ramius as well as independent and highly qualified telecom
industry executives with extensive experience in the sector. We firmly
believe that these proposals would create the right mix of existing and new
directors on the Board and would serve the best interest of all Tollgrade
shareholders. Given the dismal performance of the Company under the direction
of the current Board, the counter proposals put forth to date by the Company
are inadequate and do not address the major issues facing the Company.

The fact remains that Tollgrade has significantly underperformed with the
direction of the current Board. Over the past five years through May 13,
2009, Tollgrade's stock price is down approximately 53% versus the NASDAQ
Composite, which is down approximately 10%. More importantly, Tollgrade
currently has an enterprise value of less than $6 million when factoring in
the $60 million cash balance. Effectively, shareholders are attributing
little to no value to the operating businesses at Tollgrade. We believe this
is a reflection of the poor operating performance and terrible allocation of
corporate resources and capital over the past five years. From 2003 to 2008:

-- Revenue declined by approximately $8 million per year from $65.1
million
in 2003 to $57.2 million in 2008, a decline of 12%;
-- Gross profit has declined by approximately $7 million per year from
$38.4 million in 2003 to $31.6 million in 2008, a decline of 18%;
-- Operating expenses have remained constant at $31.2 million; and

-- Adjusted EBITDA has declined by $7.4 million from $9.4 million in 2003
to $2.0 million in 2008, a decline of 79%.

These poor results are in spite of massive investments in the business. Over
the past five years, the Company has poured excessive amounts of capital into
research and development projects as well as ill-conceived and poorly executed
acquisitions. From 2003 to 2008 Tollgrade spent:

-- $84 million on internal research and development projects; and

-- $32 million on external acquisitions.

Between research and development and external acquisitions, Tollgrade has
spent $116 million of cash in the past five years, or $9.15 per share, with
little to show for it. This compares to the current $6 million enterprise
value and the $5.15 stock price as of May 13, 2009. Clearly, the Company has
not executed and shareholders have suffered under the leadership of the
current Board.

We believe this poor performance is in part due to a Board composed of
directors with little, if any, experience in the technology and telecom
industry and who lack a substantial vested interest in the financial
performance of the Company. Apart from you, the Chief Executive Officer of
the Company, none of the other Board members have any direct experience in the
telecom equipment industry, an industry in which Tollgrade generates a vast
majority of its revenues. Additionally, in the aggregate, the current Board
owns just 130,884 shares directly, representing approximately 1% of the shares
outstanding.

Conversely, the nominees that we have proposed for the Board have over 35
years of combined experience in the telecom equipment and services industries
and have a large vested interest in the future financial performance of the
Company. As the largest shareholder of Tollgrade, our interests are directly
aligned with those of all shareholders. For these reasons, we firmly believe
that the changes to the composition of the Board that we have proposed are
appropriate and necessary.

As we have stated before, we have a strong preference to work with you and the
other members of the Board to compose the best possible Board to represent the
interests of all shareholders. We are firm in our stance that substantial
changes to the Board are required at this time. We are ready and willing to
continue to have an open dialogue with every intention of reaching a mutually
agreeable settlement. However, we are also prepared to move forward with an
election contest in order to ensure that the best interests of all
shareholders are represented on the Board.

We would urge you and the rest of the Board to strongly consider our latest
proposals and get back to us as soon as possible. Please contact us to
discuss this matter further. You can reach me at (212) 201-4878.

Thank you for your consideration. We look forward to hearing from you.

Best Regards,

Jeffrey M. Solomon
Peter A. Feld
Ramius LLC

cc: Jeffrey C. Smith
Steven Wolosky, Esq.

James J. Barnes
Daniel P. Barry
David S. Egan
Richard H. Heibel
Robert W. Kampmeinert
Brian C. Mullins

Sara M. Antol, Esq.
Keith E. Gottfried, Esq.
Paul J. DeRosa, Esq.

About Ramius LLC

Ramius LLC is a registered investment advisor that manages assets in a variety
of alternative investment strategies. Ramius LLC is headquartered in New York
with offices located in London, Tokyo, Hong Kong, Munich, and Vienna.

SOURCE Ramius LLC

Peter Feld of Ramius LLC, +1-212-201-4878