CINCINNATI BELL INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>l15284aexv10w2.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.2</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement is made as of the Effective Date between Cincinnati Bell Inc. (&#147;Employer&#148;), and
Brian A. Ross (&#147;Employee&#148;). For purposes of this Agreement, the &#147;Effective Date&#148; is July&nbsp;26, 2005.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Employer and Employee agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">1. <U>Employment</U>. By this Agreement, Employer and Employee set forth the terms of Employer&#146;s
employment of Employee on and after the Effective Date. Any prior agreements or understandings
with respect to Employee&#146;s employment by Employer are canceled as of the Effective Date, other than
any incentive awards granted to Employee prior to the date hereof, benefit plans in which Employee
is eligible for participation and any Employer policies to which Employee is subject.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">2. <U>Term of Agreement</U>. The term of this Agreement initially shall be the one year period
commencing on the Effective Date. On the first anniversary of the Effective Date and on each
subsequent anniversary of the Effective Date, the term of this Agreement automatically shall be
extended for a period of one additional year. Notwithstanding the foregoing, the term of this
Agreement is subject to termination as provided in Section&nbsp;13.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">3. <U>Duties</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Employee will serve as Chief Financial Officer for Cincinnati Bell Inc. or in such other
equivalent capacity as may be designated by the Chief Executive Officer of Employer. Employee will
report to the Chief Executive Officer of Employer or to such other officer as the Chief Executive
Officer of Employer may direct.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Employee shall furnish such managerial, executive, financial, technical, and other skills,
advice, and assistance in operating Employer and its Affiliates as Employer may reasonably request.
For purposes of this Agreement, &#147;Affiliate&#148; means each corporation which is a member of a
controlled group of corporations (within the meaning of section 1563(a) of the Internal Revenue
Code of 1986, as amended (the &#147;Code&#148;)) which includes Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Employee shall also perform such other duties, consistent with the provisions of Section
3.A., as are reasonably assigned to Employee by the Chief Executive Officer of Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Employee shall devote Employee&#146;s entire time, attention, and energies to the business of
Employer and its Affiliates. The words &#147;entire time, attention, and energies&#148; are intended to mean
that Employee shall devote Employee&#146;s full effort during reasonable working hours to the business
of Employer and its Affiliates and shall devote
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">at least 40 hours per week to the business of Employer and its Affiliates. Employee shall travel
to such places as are necessary in the performance of Employee&#146;s duties.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">4. <U>Compensation</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Employee shall receive a base salary (the &#147;Base Salary&#148;) of at least $350,000 per year,
payable not less frequently than monthly, for each year during the term of this Agreement, subject
to proration for any partial year. Such Base Salary, and all other amounts payable under this
Agreement, shall be subject to withholding as required by law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;In addition to the Base Salary, Employee shall be eligible to receive an annual bonus (the
&#147;Bonus&#148;) for each calendar year for which services are performed under this Agreement. Any Bonus
for a calendar year shall be payable after the conclusion of the calendar year in accordance with
Employer&#146;s regular bonus payment policies. Each year, Employee shall be given a Bonus target of
not less than $297,500. The Bonus target shall be established from time to time by the Employer&#146;s
Compensation Committee if Employee is a named executive officer for purposes of Employer&#146;s annual
proxy statement or is otherwise an executive officer whose compensation is determined by the
Compensation Committee, or if Employee is not so subject, then in accordance with the provisions of
Employer&#146;s then existing annual incentive plan or any similar plan made available to employees of
Employer (&#147;annual incentive plan&#148;) in which Employee participates. Any Bonus award to Employee
shall further be subject to the terms and conditions of any such applicable annual incentive plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;On at least an annual basis, Employee shall receive a formal performance review and be
considered for Base Salary and/or Bonus target increases.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">5. <U>Expenses</U>. All reasonable and necessary expenses incurred by Employee in the course of
the performance of Employee&#146;s duties to Employer shall be reimbursable in accordance with
Employer&#146;s then current travel and expense policies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">6. <U>Benefits</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;While Employee remains in the employ of Employer, Employee shall be eligible to participate
in all of the various employee benefit plans and programs, which are made available to similarly
situated officers of Employer, in accordance with the eligibility provisions and other terms and
conditions of such plans and programs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Notwithstanding anything contained herein to the contrary, the Base Salary and any Bonuses
otherwise payable to Employee shall be reduced by any benefits paid to Employee by Employer under
any disability plans made available to Employee by Employer (&#147;Disability Plans&#148;).
</DIV>

<P align="center" style="font-size: 10pt">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;In each year of this Agreement, Employee will be eligible to be considered for a grant
of awards under Employer&#146;s 1997 Long Term Incentive Plan and/or any similar plan made available to
employees of Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Confidentiality</U>. Employer and its Affiliates are engaged in the telecommunications
industry within the U.S. Employee acknowledges that in the course of employment with the Employer,
Employee will be entrusted with or obtain access to information proprietary to the Employer and its
Affiliates with respect to the following (all of which information is referred to hereinafter
collectively as the &#147;Information&#148;); the organization and management of Employer and its Affiliates;
the names, addresses, buying habits, and other special information regarding past, present and
potential customers, employees and suppliers of Employer and its Affiliates; customer and supplier
contracts and transactions or price lists of Employer, its Affiliates and their suppliers;
products, services, programs and processes sold, licensed or developed by the Employer or its
Affiliates; technical data, plans and specifications, present and/or future development projects of
Employer and its Affiliates; financial and/or marketing data respecting the conduct of the present
or future phases of business of Employer and its Affiliates; computer programs, systems and/or
software; ideas, inventions, trademarks, trade secrets, business information, know-how, processes,
improvements, designs, redesigns, discoveries and developments of Employer and its Affiliates; and
other information considered confidential by any of the Employer, its Affiliates or customers or
suppliers of Employer and its Affiliates. At all times during the term of this Agreement and
thereafter, Employee agrees to retain the Information in absolute confidence and not to disclose
the Information to any person or organization except as required in the performance of Employee&#146;s
duties for Employer, without the express written consent of Employer; provided that Employee&#146;s
obligation of confidentiality shall not extend to any Information which becomes generally available
to the public other than as a result of disclosure by Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>New Developments</U>. All ideas, inventions, discoveries, concepts, trade secrets,
trademarks, service marks, or other developments or improvements, whether patentable or not,
conceived by the Employee, alone or with others, at any time during the term of Employee&#146;s
employment, whether or not during working hours or on Employer&#146;s premises, which are within the
scope of or related to the business operations of Employer or its Affiliates (&#147;New Developments&#148;),
shall be and remain the exclusive property of Employer. Employee agrees that any New Developments
which, within one year after the cessation of employment with Employer, are made, disclosed,
reduced to a tangible or written form or description, or are reduced to practice by Employee and
which are based upon, utilize or incorporate Information shall, as between Employee and Employer,
be presumed to have been made during Employee&#146;s employment by Employer. Employee further agrees
that Employee will not, during the term of Employee&#146;s employment with Employer, improperly use or
disclose any proprietary information or trade secrets of any former employer or other person or
entity and that Employee will not bring onto Employer premises any unpublished document or
proprietary information belonging to any such employer, person or entity unless consented to in
writing by such employer, person or entity.
</DIV>

<P align="center" style="font-size: 10pt">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At all times during the term of this Agreement and thereafter, Employee shall do all things
reasonably necessary to ensure ownership of such New Developments by Employer, including the
execution of documents assigning and transferring to Employer, all of Employee&#146;s rights, title and
interest in and to such New Developments, and the execution of all documents required to enable
Employer to file and obtain patents, trademarks, service marks, and copyrights in the United States
and foreign countries on any of such New Developments.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">9. <U>Surrender of Material Upon Termination</U>. Employee hereby agrees that upon cessation of
Employee&#146;s employment, for whatever reason and whether voluntary or involuntary, Employee will
immediately surrender to Employer all of the property and other things of value in his possession
or in the possession of any person or entity under Employee&#146;s control that are the property of
Employer or any of its Affiliates, including without any limitation all personal notes, drawings,
manuals, documents, photographs, or the like, including copies and derivatives thereof, and e-mails
and other electronic and digital information of all types regardless of where or the type of device
on which such materials may be stored by Employee, relating directly or indirectly to any
Information, materials or New Developments, or relating directly or indirectly to the business of
Employer or any of its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">10. <U>Remedies</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Employer and Employee hereby acknowledge and agree that the services rendered by Employee
to Employer, the information disclosed to Employee during and by virtue of Employee&#146;s employment,
and Employee&#146;s commitments and obligations to Employer and its Affiliates herein are of a special,
unique and extraordinary character, and that the breach of any provision of this Agreement by
Employee will cause Employer irreparable injury and damage, and consequently the Employer shall be
entitled to, in addition to all other remedies available to it, injunctive and equitable relief to
prevent a breach of Sections&nbsp;7, 8, 9, 11 and 12 of this Agreement and to secure the enforcement of
this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Except as provided in Section&nbsp;10.A., the parties agree to submit to final and binding
arbitration any dispute, claim or controversy, whether for breach of this Agreement or for
violation of any of Employee&#146;s statutorily created or protected rights, arising between the parties
that either party would have been otherwise entitled to file or pursue in court or before any
administrative agency (herein &#147;claim&#148;), and waives all right to sue the other party.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;This agreement to arbitrate and any resulting arbitration award are enforceable under and
subject to the Federal Arbitration Act, 9 U.S.C. &#167; 1 et seq. (&#147;FAA&#148;). If the FAA is held not to
apply for any reason then Ohio Revised Code Chapter&nbsp;2711 regarding the enforceability of
arbitration agreements and awards will govern this Agreement and the arbitration award.
</DIV>


<P align="center" style="font-size: 10pt">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) (a)&nbsp;All of a party&#146;s claims must be presented at a single arbitration hearing. Any claim
not raised at the arbitration hearing is waived and released. The arbitration hearing will take
place in Cincinnati, Ohio.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The arbitration process will be governed by the Employment Dispute Resolution Rules of the
American Arbitration Association (&#147;AAA&#148;) except to the extent they are modified by this Agreement.
In the event that any provisions of this Section&nbsp;10 are determined by AAA to be unenforceable or
impermissibly contrary to AAA rules, then this Section&nbsp;10 shall be modified as necessary to comply
with AAA requirements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Employee has had an opportunity to review the AAA rules and the requirements that Employee
must pay a filing fee for which the Employer has agreed to split on an equal basis.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The arbitrator will be selected from a panel of arbitrators chosen by the AAA. After the
filing of a Request for Arbitration, the AAA will send simultaneously to Employer and Employee an
identical list of names of five persons chosen from the panel. Each party will have 10&nbsp;days from
the transmittal date in which to strike up to two names, number the remaining names in order of
preference and return the list to the AAA.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Any pre-hearing disputes will be presented to the arbitrator for expeditious, final and
binding resolution.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The award of the arbitrator will be in writing and will set forth each issue considered
and the arbitrator&#146;s finding of fact and conclusions of law as to each such issue.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The remedy and relief that may be granted by the arbitrator to Employee are limited to
lost wages, benefits, cease and desist and affirmative relief, compensatory, liquidated and
punitive damages and reasonable attorney&#146;s fees, and will not include reinstatement or promotion.
If the arbitrator would have awarded reinstatement or promotion, but for the prohibition in this
Agreement, the arbitrator may award front pay. The arbitrator may assess to either party, or
split, the arbitrator&#146;s fee and expenses and the cost of the transcript, if any, in accordance with
the arbitrator&#146;s determination of the merits of each party&#146;s position, but each party will bear any
cost for its witnesses and proof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Employer and Employee recognize that a primary benefit each derives from arbitration is
avoiding the delay and costs normally associated with litigation. Therefore, neither party will be
entitled to conduct any discovery prior to the arbitration hearing except that: (i)&nbsp;Employer will
furnish Employee with copies of all non-privileged documents in Employee&#146;s personnel file; (ii)&nbsp;if
the claim is for discharge, Employee will furnish Employer with records of earnings and benefits
relating to Employee&#146;s subsequent employment (including self-employment) and all documents
</DIV>

<P align="center" style="font-size: 10pt">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">relating to Employee&#146;s efforts to obtain subsequent employment; (iii)&nbsp;the parties will exchange
copies of all documents they intend to introduce as evidence at the arbitration hearing at least 10
days prior to such hearing; (iv)&nbsp;Employee will be allowed (at Employee&#146;s expense) to take the
depositions, for a period not to exceed four hours each, of two representatives of Employer, and
Employer will be allowed (at its expense) to depose Employee for a period not to exceed four hours;
and (v)&nbsp;Employer or Employee may ask the arbitrator to grant additional discovery to the extent
permitted by AAA rules upon a showing that such discovery is necessary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Nothing herein will prevent either party from taking the deposition of any witness where
the sole purpose for taking the deposition is to use the deposition in lieu of the witness
testifying at the hearing and the witness is, in good faith, unavailable to testify in person at
the hearing due to poor health, residency and employment more than 50 miles from the hearing site,
conflicting travel plans or other comparable reason.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;Arbitration must be requested in writing no later than 6&nbsp;months from the date of the
party&#146;s knowledge of the matter disputed by the claim. A party&#146;s failure to initiate arbitration
within the time limits herein will be considered a waiver and release by that party with respect to
any claim subject to arbitration under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;Employer and Employee consent that judgment upon the arbitration award may be entered in
any federal or state court that has jurisdiction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;Except as provided in Section&nbsp;10.A., neither party will commence or pursue any litigation
on any claim that is or was subject to arbitration under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;All aspects of any arbitration procedure under this Agreement, including the hearing and
the record of the proceedings, are confidential and will not be open to the public, except to the
extent the parties agree otherwise in writing, or as may be appropriate in any subsequent
proceedings between the parties, or as may otherwise be appropriate in response to a governmental
agency or legal process, or as may be required to be disclosed by Employer pursuant to applicable
law, rule or regulation to which Employer is subject, including requirements of the Securities and
Exchange Commission and any stock exchanges on which Employer&#146;s securities are listed.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">11. <U>Covenant Not to Compete, No Interference; No Solicitation</U>. For purposes of this
Section&nbsp;11 only, the term &#147;Employer&#148; shall mean, collectively, Employer and each of its Affiliates.
At all times during the term of this Agreement and during the one-year period following cessation
of Employee&#146;s employment with Employer for any reason (or if this period is unenforceable by law,
then for such period as shall be enforceable), Employee will not engage in any business offering
services related to the current business of Employer, whether as a principal, partner, joint
venture, agent, employee, salesman, consultant, director or officer, where such position would
involve Employee in any
</DIV>
<P align="center" style="font-size: 10pt">6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">business activity in competition with Employer. This restriction will be limited to the
geographical area where Employer is then engaged in such competing business activity or to such
other geographical area as a court shall find reasonably necessary to protect the goodwill and
business of the Employer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the one-year period following cessation of Employee&#146;s employment with Employer for any
reason (or if this period is unenforceable by law, then for such period as shall be enforceable),
Employee will not interfere with or adversely affect, either directly or indirectly, Employer&#146;s
relationships with any person, firm, association, corporation or other entity which is known by
Employee to be, or is included on any listing to which Employee had access during the course of
employment as a customer, client, supplier, consultant or employee of Employer and that Employee
will not divert or change, or attempt to divert or change, any such relationship to the detriment
of Employer or to the benefit of any other person, firm, association, corporation or other entity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the one-year period following cessation of Employee&#146;s employment with Employer for any
reason (or if this period is unenforceable by law, then for such period as shall be enforceable),
Employee shall not, without the prior written consent of Employer, accept employment, as an
employee, consultant, or otherwise, with any company or entity which is a supplier of Employer at
any time during the final year of Employee&#146;s employment with Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee will not, during or at any time within one year after the cessation of Employee&#146;s
employment with Employer, induce or seek to induce, any other employee of Employer to terminate his
or her employment relationship with Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee acknowledges and agrees that the covenants, restrictions, agreements, and obligations
set forth herein are founded upon valuable consideration, and, with respect to the covenants,
restrictions, agreements, and obligations set forth in this Section&nbsp;11 are reasonable in duration
and geographic scope. The time period and geographical area set forth in this Section&nbsp;10 are each
divisible and separable, and, in the event that the covenants not to compete and/or not to divert
business or employees contained therein are judicially held invalid or unenforceable as to such
time period and/or geographical area, they will be valid and enforceable in such geographical
area(s) and for such time period(s) which the court determines to be reasonable and enforceable.
Employee agrees that in the event that any court of competent jurisdiction determines that the
above covenants are invalid or unenforceable to join with Employer in requesting such court to
construe the applicable provision by limiting or reducing it so as to be enforceable to the extent
compatible with the then applicable law. Furthermore, it is agreed that any period of restriction
or covenant hereinabove stated shall not include any period of violation or period of time required
for litigation or arbitration to enforce such restrictions or covenants.
</DIV>


<P align="center" style="font-size: 10pt">7
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">12. <U>Goodwill</U>. During the term of this Agreement and thereafter, Employee will not
disparage Employer or any of its Affiliates in any way which could adversely affect the goodwill,
reputation and business relationships of Employer or any of its Affiliates with the public
generally, or with any of their customers, suppliers or employees, and Employer will not
disparage Employee. Employee understands and agrees that Employer shall be entitled to make any
such public disclosures as are required by applicable law, rule or regulation regarding Employee,
including termination of Employee&#146;s employment with Employer, and that any public disclosures so
made by Employer and other statements materially consistent with such public disclosures shall not
be restricted in any manner by this Section&nbsp;12.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">13. <U>Termination</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;(i)&nbsp;Employer or Employee may terminate this Agreement upon Employee&#146;s failure or inability
to perform the services required hereunder because of any physical or mental infirmity for which
Employee receives disability benefits under any Disability Plans, over a period of one hundred
twenty consecutive working days during any twelve consecutive month period (a &#147;Terminating
Disability&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;If Employer or Employee elects to terminate this Agreement in the event of a Terminating
Disability, such termination shall be effective immediately upon the giving of written notice by
the terminating party to the other.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Upon termination of this Agreement on account of Terminating Disability, Employer shall
pay Employee Employee&#146;s accrued compensation hereunder, whether Base Salary, Bonus or otherwise
(subject to offset for any amounts received pursuant to the Disability Plans), to the date of
termination. In the event of a Terminating Disability, Employer also shall provide Employee with
disability benefits and all other benefits according to the provisions of the applicable Disability
Plan and any other Employer plans in which Employee is then participating. Furthermore, Employee
shall continue to accrue service as an employee in accordance with the provisions of the applicable
Disability Plan and pension plan(s), and for purposes of vesting under any outstanding incentive
awards granted to Employee, as may be set forth in the applicable incentive plan or related award
letter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;If the parties elect not to terminate this Agreement upon an event of a Terminating
Disability and Employee returns to active employment with Employer prior to such a termination, or
if such disability exists for less than one hundred twenty consecutive working days, the provisions
of this Agreement shall remain in full force and effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;This Agreement terminates immediately and automatically on the death of the Employee,
provided, however, that the Employee&#146;s estate shall be paid Employee&#146;s accrued compensation
hereunder, whether Base Salary, Bonus or otherwise, to the date of death.
</DIV>

<P align="center" style="font-size: 10pt">8
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Employer may terminate this Agreement immediately, upon written notice to Employee, for
Cause. For purposes of this Agreement, Employer shall have &#147;Cause&#148; to terminate this Agreement
only if Employer&#146;s Board of Directors determines that there has been fraud, misappropriation,
embezzlement or misconduct constituting serious criminal activity on the part of Employee. Upon
termination for Cause, Employee shall be entitled to receive only Employee&#146;s accrued compensation
hereunder, whether Base Salary, Bonus or otherwise, to the date of termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Employer may terminate this Agreement immediately, upon written notice to Employee, for any
reason other than those set forth in Sections&nbsp;13.A., B. and C.; provided, however, that Employer
shall have no right to terminate under this Section&nbsp;13.D. within one year after a Change in
Control. In the event of a termination by Employer under this Section&nbsp;13.D., Employer shall
within five days after the termination, unless later payment is required by applicable law, rule or
regulation, pay Employee an amount equal to one times the sum of the annual Base Salary rate in
effect at the time of termination and the Bonus target in effect at the time of termination. For
the remainder of the Current Term, Employer shall continue to provide Employee with medical,
dental, vision and life insurance coverage comparable to the medical, dental, vision and life
insurance coverage in effect for Employee immediately prior to the termination; and, to the extent
that Employee would have been eligible for any post-retirement medical, dental, vision or life
insurance benefits from Employer if Employee had continued in employment through the end of the
Current Term, Employer shall provide such post-retirement benefits to Employee after the end of the
Current Term. For purposes of any stock option, restricted stock grant or other incentive award
outstanding immediately prior to the termination, Employee&#146;s employment with Employer shall not be
deemed to have terminated until the end of the Current Term. In addition, Employee shall be
entitled to receive, as soon as practicable after termination, an amount equal to the sum of (i)
any forfeitable benefits under any qualified or nonqualified pension, profit sharing, 401(k) or
deferred compensation plan of Employer or any Affiliate which would have vested prior to the end of
the Current Term if Employee&#146;s employment had not terminated plus (ii)&nbsp;if Employee is participating
in a qualified or nonqualified defined benefit plan of Employer or any Affiliate at the time of
termination, an amount equal to the present value of the additional vested benefits which would
have accrued for Employee under such plan if Employee&#146;s employment had not terminated prior to the
end of the Current Term and if Employee&#146;s annual Base Salary and Bonus target had neither increased
nor decreased after the termination. For purposes of this Section&nbsp;13.D., &#147;Current Term&#148; means the
one year period beginning at the time of termination. For purposes of this Section&nbsp;13.D. and
Section&nbsp;13.E., &#147;Change in Control&#148; means a change in control as defined in Employer&#146;s 1997 Long
Term Incentive Plan, as amended and in effect as of the Effective Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;This Agreement shall terminate automatically in the event that there is a Change in Control
and Employee&#146;s employment with Employer is actually or constructively terminated by Employer within
one year after the Change in Control for any reason other than those set forth in Sections&nbsp;13.A.,
B. and C. For purposes of the preceding sentence, a &#147;constructive&#148; termination of Employee&#146;s
employment shall be
</DIV>

<P align="center" style="font-size: 10pt">9
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">deemed to have occurred if, without Employee&#146;s consent, there is a material reduction in
Employee&#146;s authority or responsibilities or if there is a reduction in Employee&#146;s Base Salary or
Bonus target from the amount in effect immediately prior to the Change in Control or if Employee is
required by Employer to relocate from the city where Employee is residing immediately prior to the
Change in Control to a city located 50 or more miles from the aforementioned city. In the event of
a termination under this Section&nbsp;13.E., Employer shall pay Employee an amount equal to two times
the sum of the annual Base Salary rate in effect at the time of termination and the Bonus target in
effect at the time of termination, all stock options, restricted stock grants and other incentive
awards shall vest in full and/or become immediately exercisable (and Employee shall be afforded the
opportunity to exercise same until the end of the Current Term). For the remainder of the Current
Term, Employer shall continue to provide Employee with medical, dental, vision and life insurance
coverage comparable to the medical, dental, vision and life insurance coverage in effect for
Employee immediately prior to the termination; and, to the extent that Employee would have been
eligible for any post-retirement medical, dental, vision or life insurance benefits from Employer
if Employee had continued in employment through the end of the Current Term, Employer shall provide
such post-retirement benefits to Employee after the end of the Current Term. Employee&#146;s accrued
benefit under any nonqualified pension or deferred compensation plan maintained by Employer or any
Affiliate shall become immediately vested and nonforfeitable and Employee also shall be entitled to
receive a payment equal to the sum of (i)&nbsp;any forfeitable benefits under any qualified pension or
profit sharing or 401(k) plan maintained by Employer or any Affiliate plus (ii)&nbsp;if Employee is
participating in a qualified or nonqualified defined benefit plan of Employer or any Affiliate at
the time of termination, an amount equal to the present value of the additional benefits which
would have accrued for Employee under such plan if Employee&#146;s employment had not terminated prior
to the end of the Current Term and if Employee&#146;s annual Base Salary and Bonus target had neither
increased nor decreased after the termination. Finally, to the extent that Employee is deemed to
have received an excess parachute payment by reason of the Change in Control, Employer shall pay
Employee an additional sum sufficient to pay (i)&nbsp;any taxes imposed under section 4999 of the Code
plus (ii)&nbsp;any federal, state and local taxes applicable to any taxes imposed under section 4999 of
the Code. For purposes of this Section&nbsp;13.E., &#147;Current Term&#148; means the one year period beginning
at the time of termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;Employee may resign upon 60&nbsp;days&#146; prior written notice to Employer. In the event of a
resignation under this Section&nbsp;13.F., this Agreement shall terminate and Employee shall be entitled
to receive Employee&#146;s Base Salary through the date of termination, any Bonus earned but not paid at
the time of termination and any other vested compensation or benefits called for under any
compensation plan or program of Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;Upon termination of this Agreement as a result of an event of termination described in this
Section&nbsp;13 and except for Employer&#146;s payment of the required payments under this Section&nbsp;13
(including any Base Salary accrued through the date of termination, any Bonus earned for the year
preceding the year in which the termination occurs and any
</DIV>

<P align="center" style="font-size: 10pt">10
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">nonforfeitable amounts payable under any employee plan), all further compensation under this
Agreement shall terminate. Employee further agrees that as a condition precedent to Employee&#146;s
receipt of payments under this Section&nbsp;13 (other than Section&nbsp;13.E.), upon the request of Employer,
Employee will execute a release of claims against Employer, which release shall contain customary
and appropriate terms and conditions as determined in good faith by Employer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H.&nbsp;The termination of this Agreement shall not amend, alter or modify the rights and
obligations of the parties under Sections&nbsp;7, 8, 9, 10, 11, and 12 hereof, the terms of which shall
survive the termination of this Agreement.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">14. <U>Assignment</U>. As this is an agreement for personal services involving a relation of
confidence and a trust between Employer and Employee, all rights and duties of Employee arising
under this Agreement, and the Agreement itself, are non-assignable by Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">15. <U>Notices</U>. Any notice required or permitted to be given under this Agreement shall be
sufficient, if in writing, and if delivered personally or by certified mail to Employee at
Employee&#146;s place of residence as then recorded on the books of Employer or to Employer at its
principal office.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">16. <U>Waiver</U>. No waiver or modification of this Agreement or the terms contained herein
shall be valid unless in writing and duly executed by the party to be charged therewith. The
waiver by any party hereto of a breach of any provision of this Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach by such party.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">17. <U>Governing Law</U>. This agreement shall be governed by the laws of the State of Ohio.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">18. <U>Entire Agreement</U>. This Agreement contains the entire agreement of the parties with
respect to Employee&#146;s employment by Employer. There are no other contracts, agreements or
understandings, whether oral or written, existing between them except as contained or referred to
in this Agreement..
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">19. <U>Severability</U>. In case any one or more of the provisions of this Agreement is held to
be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or other
enforceability shall not affect any other provisions hereof, and this Agreement shall be construed
as if such invalid, illegal, or unenforceable provisions have never been contained herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">20. <U>Successors and Assigns</U>. Subject to the requirements of Paragraph&nbsp;14 above, this
Agreement shall be binding upon Employee, Employer and Employer&#146;s successors and assigns.
</DIV>


<P align="center" style="font-size: 10pt">11
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">21. <U>Confidentiality of Agreement Terms</U>. The terms of this Agreement shall be held in
strict confidence by Employee and shall not be disclosed by Employee to anyone other than
Employee&#146;s spouse, Employee&#146;s legal counsel, and Employee&#146;s other advisors, unless required by law.
Further, except as provided in the preceding sentence, Employee shall not reveal the existence of
this Agreement or discuss its terms with any person (including but not limited to any employee of
Employer or its Affiliates) without the express authorization of the President of Employer,
provided, that, Employee shall advise any prospective new employer of the existence of Employee&#146;s
non-competition, confidentiality and similar obligations under this Agreement. To the extent that
the terms of this Agreement have been disclosed by Employer, in a public filing or otherwise, the
confidentiality requirements of this Section&nbsp;21 shall no longer apply to such terms.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Cincinnati Bell Inc.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">EMPLOYEE</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">12
</DIV>


</BODY>
</HTML>
</TEXT>
</DOCUMENT>
